Night Chaos
by JusSonic
Summary: A slight alternate version of the 'Friendship Is Magic' Part 2. What if Nightmare Moon purposely released Discord upon her return as a means of distracting potential enemies? In other words, Twilight and her new friends would have to defeat Discord BEFORE getting to Nightmare Moon. COMPLETE!
1. Prologue: A Bit of a Change

Author's note  
Hey folks, JusSonic here. It's time now for me to do another AU story of MLP: FIM, this one is a slightly bit version of the second part of 'Friendship is Magic', this time with a new player. You will know the villain when you see him.

DJ-J33, I don't know whom voiced Caramel. The wikipedia page for the show doesn't show his voice actor.

Unknown, good idea. Maybe for another chapter.

VISION-KING, Luna will be Nyx's half-sister since the filly used to be her corruption. As for your idea...maybe, I will think on that one.

cornholio4, this is a MLP fic, not a Legend of Zelda one. Ben isn't reincarnated from Link's horse at all.

Prologue: A Bit of a Change

Nightmare Moon laughs in triumph at the ponies shivering in fear in front of her. After thousands of years of being trapped on the moon, the alicorn has returned to spread out Eternal Night.

The Mayor hold out a hoof towards Nightmare Moon while yelling, "Seize her! Only she knows where the princess is!" The guards flew up as they could at the villainess. Nightmare Moon scoffs a bit, are these ponies joking?

"Stand back, you fools," Nightmare Moon snarls as she spread her wings out and send lightning from a large cloud behind herself, zapping the Pegasus guards away from her.

Nightmare Moon laughs sinisterly once more as she turns into a black smoke and flew right out of town hall...

* * *

Nightmare Moon, while being evil, knew that the only power that could stop her now are the Elements of Harmony. But last she heard, her sister Celestia could no longer wielded the Elements themselves as she is no longer connected to them...neither can Luna, Nightmare Moon's true self, for that matter.

Still, Nightmare Moon suspects that there may be others who could wielded the power and that purple unicorn, the one who knew who she is, could be one of them.

Nightmare Moon, in her purple mist form, follows the purple unicorn in secret as she rushes off, holding a purple dragon, close to sleeping, on her back. The two enters the local library so the villainess peeks in through a window just in time to see the pony, whose has just put the dragon himself in his bed, going throughout the library.

"Elements, elements, elements... Ugh! How can I stop Nightmare Moon without the Elements of Harmony?" The purple unicorn moans a bit as she goes through the books.

Just then, the unicorn yelps as a familiar pony appears: a cyan Pegasus with a rainbow mane, the same one who tried to charge at Nightmare Moon back at Town Hall. She frowns at the purple unicorn while demanding, "And how did you know about Nightmare Moon, huh? You some kinda spy?"

Suddenly the Pegasus yelps as she got pulled to the floor by an Earth pony wearing a cowboy hat, whose was also at town hall. Followed by three more familiar ponies, a white unicorn with a purple mane, a pink Earth Pony and a yellow Pegasus pony with a pink mane, the cowboy one said, "Simmer down, Sally. She ain't no spy. But she sure knows what's going on. Don't you, Twilight?"

The purple unicorn, known as Twilight, stares at the other ponies' face, then sighs while saying, "I read all about the prediction of Nightmare Moon. Some mysterious objects called the Elements of Harmony are the only things that can stop her, but I don't know what they are, where to find them, I don't even know what they do!" The pony looks out the window with Nightmare Moon watching, smirking evilly; Looks like there is no threat at all.

That is until the pink Earth pony, whose was looking at a shelf, is reading a title, "'The Elements of Harmony: A Reference Guide'." Twilight gasps as she pushes her out of way, seeing a guide in question.

"How did you find that?"

"It was under 'E'!"

Nightmare Moon blinks a bit as the pink Earth pony bounces away from Twilight as if in a weird funny matter. The purple unicorn roll her eyes as she took the book and opens it to begin reading, "Oh. There are six Elements of Harmony, but only five are known: Kindness, Laughter, Generosity, Honesty and Loyalty. The sixth is a complete mystery. It is said, the last known location of the five elements was in the ancient castle of the royal pony sisters. It is located in what is now—"

Twilight shivers a bit as she and her friends finished, "The Everfree Forest!"

Nightmare Moon decided that she has seen enough as the creature flies off. Those ponies are no doubt going to try to find the Elements of Harmony. The alicorn and her sister has no connection to them anymore, but what if these ponies would become the new holders? Nightmare Moon must not allow this to happen. She must...

But Nightmare Moon has a thought. If the ponies succeed...but the evil mare has an idea, one that she never thought that she herself would dare resort to in order to stop the ponies at all...

* * *

Nearby Canterlot Castle, there is a hedge maze which is used for tours and such. One part is a statue of some sort of mixed up creature whose appears to be screaming in terror. To most ponies, this is a normal statue...but there is a dark secret to this so-called statue.

Some ponies nearby were acting normally...that is until some purple mist end up in them. Soon they begin arguing, fighting and such, causing trouble. Not one of them saw that the statue is cracking like mad...

Soon the statue broke apart, some sinister laughter is heard as smoke appears before taking some sort of shape: a creature with horse-like head, a right deer antler, a left goat horn, a fang, a beard, a lion right arm, an eagle's claw on the left, a lizard right leg, a goat left leg, a bat right wing, a Pegasus left wing, a snake tail and tongue, and different sized pupils. He is called Discord, the Spirit of Chaos and Disharmony, the one whom the Royal Sister has defeated and imprisoned generations ago...before Princess Luna became Nightmare Moon at least.

Discord grins as he yawns while mumbling, "My. Years of being a statue...but luckily there are some ponies who tend to not be in harmony. Now, who are the ones to thank for my release?"

"Right here..." A familiar voice booms out. Discord saw a purple mist forming until a familiar figure appears, much to his surprise...and amusement. He knows her.

"Are you...ha ha ha; Princess Luna? Is that you? I got to say, that armor and black coat is a new look for you!"

"My name is Nightmare Moon, Discord; I do not go by that foalish name of Princess Luna anymore!" Nightmare Moon hisses furiously to Discord. "You are lucky that I decided to release you at all, considering our past together."

"Yes, yes, so I see. So what's with the new look, Nightmare Moon," Discord ask Nightmare Moon in amusement. "And how is your sister?"

"Never mind that princess! Things have changed since we imprisoned you and so have I. Celestia is gone now and I have returned from my banishment to the moon to spread Eternal Night. The Elements of Harmony are no longer connected to me and the one I used to called my sister so no pony can stop me."

"I see...and yet you released me for what reason?"

"There are potential threats to me, Discord, the ones who could wield the Elements of Harmony that are in castle in the Everfree Forest." Nightmare Moon comments sternly to her enemy. "Although I feel like I should destroy them instantly, I decided on some extra insurance. In other words, I wish for you to stop them, cause them trouble or discord them before they get to the castle."

"Oh is that so? Really," Discord ask bored while yawning a bit. "And what do I get for making sure that they won't succeed?"

"I get to spread Eternal Night...and you will be permitted to cause any chaos...and if I find my sister again, you can torture her all you want until she is gray. How would you like it?"

"Hmmm...let's see if I got this right. In exchange for defeating this 'potential threat' whose could use the Elements of Harmony against you by what I usually do, I will be allowed to cause chaos throughout all of Equestria?" Discord asks Nightmare Moon. The evil mare smirks as she nods.

The draconequus sighs while saying, "Oh that is despicable..." Then he throws a fist into the air while laughing sinisterly, "I LOVE IT! Just tell me where I can find my newest 'friends'."

Author's note  
And thus, Discord is back. Getting excited, folks; In the next chapter, it goes about the same as the normal episode...but then Discord appears, preparing to make things...'interesting'. Read, review and suggest.


	2. Chapter 1: Discord's Mind Games

Author's note  
Sorry for the delay but this story is back on. All right, thanks for the input guys; DisneyPrincess, no plans for Chrysalis right now or in this fic.

Mystery Guy, I don't mind using Lorcan; Maybe as a cameo or whatever.

cornholio4, Discord knows how to recognize Princess Luna and not by the Cutie Mark or how he can see things while still a statue.

xSapphire-Catx, that is to be determined.

Chapter 1: Discord's Mind Games

Twilight and her friends walk through the Everfree Forest in determination. So far, they have made it past a few obstacles in their way like falling off cliffs, the Manticore, spooky trees, and a crying serpent. Each time, Applejack, Fluttershy, Pinkie Pie and Rarity succeeded, showing off Honestly, Kindness, Laughter and Geneority. And those times had made Twilight think.

The ponies went around a corner and saw something in the distance: some sort of ruins. Twilight, recognizing it, exclaims, "There it is, the ruin that holds The Elements of Harmony. We made it."

Twilight rushes towards the ruins, Applejack calls out, "Twilight, wait for us."

We're almost there. Whoa!"

Twilight said this as she realizes that her feet are no longer on solid ground: the pony is about to fall off a cliff. Luckily, Rainbow Dash grabs the unicorn in time and pulls her back. Twilight felt her heart racing. That was a close one!

"What's with you and falling off cliffs today?" Rainbow jokes to Twilight a bit.

The ponies took a glance at the bridge. It appears to be out as one side has the fallen bridge which they are on. The question is getting to the other side and since magic is no good in the Everfree Forest, teleportation is out of the question unless it's to leave the forest.

Pinkie Pie sighs a bit, "Now what?"

"Duh," Rainbow scoffs as she rolls her eyes while showing her foots. The Pegasus pony flew up, preparing to head to the other side to work on the bridge...

At least, Rainbow was but without warning, her wings disappear, making the pony gasps in shock as she hits the cliff hard. Fluttershy, the yellow Pegasus pony, looks shocked as her own wings disappear.

Suddenly, Twilight and Rarity's horns disappear, making them exclaim in shock and horror, "Your horn! My horn! AHHHH," The two unicorns jumps back as if seeing mice on the floor.

"What 'de Sam hill just happened?" Applejack asks in confusion. "Is 'dis Nightmare Moon's work or..."

Suddenly sinister laughter is heard, making the ponies startle as a green glow appears. A creature appears laughing sinisterly before smirking. He remarks while wiping the tears of amusement out of his eyes, "Oh my. You ponies should've seen the looks on your faces; Priceless!"

"Hey, who are you?" Rainbow demands to the creature as she got up. "What did you do to our wings and horns?"

"Oh what? You never heard of me? I almost feel hurt. Then again, most of you never heard of Nightmare Moon until now so it fits."

"How did you know who Nightmare Moon is?" Twilight ask the newcomer in worry.

"Oh, let me do some introductions first, shall we? My name is Discord, the Spirit of Chaos and Disharmony. Perhaps you heard of me?" The creature known as Discord asks the ponies with a grin. They just stare him, making Discord frown a bit, "No; Figures."

"Discord," Fluttershy ask in concern. "I thought that was a word meaning disharmony amongst ponies."

"Oh, come now. Where did you think the word came from; Time for a little history lesson, my little ponies. I came to Equestria centuries ago and cause chaos. Your princesses, including Luna who is now Nightmare Moon, uses the Elements of Harmony to turn me into stone which was in front of the maze."

"Oh my..." Twilight said, her eyes widen in shock. "I remember that statue...Princess Celestia told us students to never fight or argue near it. But I didn't know why...until now."

"Your princess did a wise thing...too bad that she didn't put me in the right place." Discord said with a sinister smirk.

"But how did you escape?"

"Oh, let's say an old friend of mine helped me..."

"Nightmare Moon," The ponies gasp in shock and alarm. So that's it. Nightmare Moon must've released Discord; But why?

"Yes, old Princess Luna released me as extra insurance. I guess she's worried that you may use the Elements of Harmony against her." Discord said with a shrug as he made clouds appears, causing it to rain chocolate.

"What? Magic clouds in the forest?" Rarity ask confused then yelps by the chocolate, "Eeew! What's this?"

"Chocolate rain, yes!" Pinkie exclaims happily as she ate some of the chocolate, "A dream come true! Come on, make animals dance in tutus!"

"Ugh, okay, now 'dat ain't right." Applejack remarks to Pinkie, disturbed by her randomness.

"Discord, move out of the way; we got business in the ruins and you can't stop us!" Twilight snaps to Discord in determination. "If we don't stop Nightmare Moon..."

"Yes, yes, I know, Eternal Night. No more Princess Celestia, blab, blab. I'm bored. Let's try something new." Discord said bored as he snaps his fingers. Suddenly the spirit and the ponies disappear.

* * *

"Hey, where did you take us," Twilight ask Discord in shock as they and the ponies appears in some dark dimension. Suddenly a maze appears right in front of them. "What..."

"I decided to play a little game with you ponies, nothing fancy, just some chaos and fun." Discord said to the ponies with a sly grin. "You are all going into the maze and must get to the end in one piece. You will be separated and have to find one another to succeed."

"And what are the rules?" Rainbow asks Discord bored.

"Well, they are simple. Rule one: no flying and no magic! The second rule: every pony must play the game...or it is over and I win. If you make it to the end, you will be send home and you can continue on to find your precious Elements to beat Nightmare Moon. If you don't...you will be trapped here forever!"

"But by then, Nightmare Moon would win!" Fluttershy exclaims to Discord in horror. Either if the ponies win or lose, how will they know if they themselves can get back in time to stop Nightmare Moon? And how will the ponies know that Discord will keep his word?

"Well, you better get going then." Discord said as he made barriers appear, blocking the ponies off from one another. "Let the game begin; Ha ha ha ha!"

"Stay calm, girls! Everypony head to the middle as fast as you can, and we'll regroup there!" Twilight calls out to the ponies. She has to get herself out of here, if only to save Equestria from both Nightmare Moon and Discord.

"Moving out," Rainbow exclaims as she begins to run off. Even without her wings, the pony still got her speed.

"See you in the center." Rarity said as she heads on out as well.

"Yee-haw," Applejack cheers on.

"See you guys there!" Pinkie exclaims happily as she bounces way.

Fluttershy is gasping as she moves on, frantically while asking ,"What's that? Who's there? Girls!"

* * *

Nightmare Moon frowns as Discord appears, showing her a vision of the ponies in the maze. The former Princess Luna snarls, "You are supposed to kill them...not play with them!"

"Oh, relax, Luna..." Discord taunts Princess Luna who glares at him. "This is where the big game begins. Trust me, they won't have the ability to use the Elements...at least, not after I'm done with them; Heh heh heh."

"You better be right about this, Discord..."

* * *

Meanwhile, Applejack was running through her part of the maze to get to the middle, until something caught her attention; some apples on the ground as she walked up to them. Just then, the apples started rolling away from the Earth pony by themselves.

"What in tarnation?" Applejack asked in surprise before she chased after the rolling apples.

* * *

Nightmare Moon watches from where she's at, glancing at what's going on.

"If that fool Discord could keep this one from interfering, I would be surprised indeed." Nightmare Moon mumbles to herself.

* * *

Applejack follows the apples until she ends up in a clearing, all of them are closed off.

"Dang; got 'ta find another way out." Applejack mumbles to her. She has to find her friends and get to the end before...

"Applejack?" A familiar voice asks, much to Applejack's notice. She turns and is surprised to see a familiar shy friend approaching.

"Fluttershy; How'd ya get here," Applejack asked in surprise.

"I don't know...I got lost." Fluttershy said with a squeak. "I don't know if we can make it."

"Shucks, 'dat ain't a problem. Ah found yew, so we need 'ta find 'de others." Applejack said in confidence.

"Are you sure about that?" Fluttershy asked Applejack weirdly.

"Sure do! Why, 'dat's 'de honest truth." Applejack said with a smile.

Fluttershy's eyes narrows as she asked, "You don't really believe that...do you?"

"Now what are yew on about?" Applejack asks Fluttershy puzzled.

"Come on, you may believe that...but we don't know anything about Discord or Nightmare Moon. Heck, we didn't even think about what Twilight wanted when we came on this mission!" Fluttershy snaps to Applejack, a bit mad.

"But we didn't want 'ta leave a friend 'ta do 'dis on her own!" Applejack exclaims to Fluttershy in worry.

"Oh, sure you were her friend?" Another voice snaps as a familiar Earth pony bounces into view.

"Pinkie Pie!"

"Sure am. But let me tell you something: what makes you think you're her friend?" Pinkie snaps to Twilight madly.

"Ah...Ah greeted her when she first came 'ta Ponyville." Applejack exclaims nervously. "Ah even saved her when Ah told her 'ta let go so Fluttershy and Rainbow can catch her! It was 'de honest truth!"

"Ha!" Fluttershy exclaims with an amusing scoff. "She's a unicorn; Twilight would've saved herself with magic! She didn't need us to catch her."

"'Dat's 'de honest truth, Fluttershy," Applejack said in concern.

"Well, Darling, sometimes the truth hurts doesn't it?" A third familiar voice scoffs as Rarity appears.

"Rarity; Oh, not yew, too," Applejack groans a bit.

"Tell us: what do you really think of us?" Rarity asks Applejack sternly. "Are we good friends or do you have any negative feelings about us?"

"O' course we're good friends! Really," Applejack insisted in worry

"Oh come on!" Rainbow's voice snaps as she flies into view. "You got to at least find us a bit annoying!"

"Well...okay, maybe yew tend 'ta be a bit boastful an' has a huge ego...an' Rarity tends 'ta be nitpitcky, especially when it comes 'ta dirt...Fluttershy...Ah'm worried whenever she is scared an' when her animals git in my garden...but those were accidents!" Applejack insists to her friends in concern. "An' Pinkie Pie..."

"Ha!" Pinkie snaps right into Applejack's face. "Because I am pink and I do crazy things! Isn't it, AJ?"

"And you think I have an ego problem? I hate that truth!" Rainbow snaps furiously as she turns her back on AJ.

"How could you say that about my animals?" Fluttershy demands to Applejack hurtful.

"If you were a good friend, you would just lie instead of telling me how much of a neat freak I was." Rarity exclaims furiously to Applejack.

"But... but Ah..." Applejack stuttered, her feelings getting hurt.

"My, my, the truth hurts, doesn't it, AJ?" An amusing voice spoke up as Twilight appears. "You know that I can teleport, but just let two Pegasi saved me anyway. You got me scared by telling the truth. What kind of friend does that?"

The other ponies taunt and insult Applejack, making her cover her ears while ducking.

"Shut up! Leave me alone!" Applejack exclaims in fear. "Ah won't tell 'de truth again if it hurts yer feelings so much; Just stop insulting an' taunting me!"

Applejack's eyes closed...not noticing that her coat is turning a bit gray. Soon the clones disappear, which she didn't notice...and a hedge disappears, revealing a familiar purple unicorn.

"Applejack, I found you!" Twilight exclaims with a smile, but noticing something's odd with her. "Are you okay?"

"Yeah...Ah'm fine." Applejack lied.

"Wait, are you sure?" Twilight ask Applejack puzzled. She notices that the pony is looking back; her mouth is closed in a weird way. "I thought I heard yelling."

"Shucks, yew were imaging things, Ah saw nothing. Ah was...talking 'ta mahself." Applejack lied once more.

"Oh...okay." Twilight said in concern. "Well, we better get going. We have to find the other end of the maze and get to the Elements."

"Elements, Shucks, never heard o' them. Don't exist none." Applejack lied as she heads on her way, making Twilight more concerned and surprised.

"Sure...no problem..." Twilight said, then spoke to herself, "Did Applejack just lie?"

Unknown to Twilight, something familiar appears behind her as she leaves, smirking evilly...Twilight Sparkle? The other appears, all of them are glowing eyes.

Discord chuckles as he appears, saying, "1 pony down, 5 more to go; now let's see which one of the so-called Elements of Harmony that I will visit next."

Discord disappears, along with the pony clones that he used to trick Applejack.

* * *

A familiar pink haired pony walk around, looking nervous and concern, mumbling, "Hello? Anypony...I'm lost. Where are you girls?"

Unknown to Fluttershy, a familiar enemy is above her, with a smirk on his evil face.

"Let's see...how to discord this one...butterflies? No, wait, that's a foalish idea. She may try to counter me somehow." Discord said thoughtfully. "Hmmm, I need something that can guarantee to work but what?"

"Oh dear, this place is big...I hope I don't run into..." Fluttershy bumps into a part of the maze, causing her to squeak in worry, "Eeek!" Discord notices, giving out a smirk.

"That pony looks like a pushover...which gives me an idea..."

Discord disappears. Fluttershy, meanwhile, nervously goes around a corner, looking around...then bumps into someone.

Fluttershy looks up to see a huge blue Minotaur blocking her, glaring at the pony. The big guy snaps, "What does pony want with me, Iron Will?"

"Oh, sorry, sir...but can you move around please?" Fluttershy ask nervously, seeing that there's no other way around Iron Will. The guy is too big to do so and going back the other way is scary. "I need to go around."

Iron Will glances at Fluttershy, then laughs madly, "Ha ha ha! Yeah, right. Iron Will don't move for no pony!"

"Oh, sorry...if you want, I can wait until you decide when to leave."

"Pony, you're pathetic. You should've just barged me down instead of that."

"Oh, I don't want to be mean." Fluttershy said with a gulp then the Pegasi gasps as Iron Will pushes her down. "Ooh! Why..."

"Iron Will sees a pushover when he sees it! When somepony tries to block, show them that you can rock!" Iron Will exclaims as Fluttershy got up, shaken but okay. "In other words, just move your way through me!"

"Oh sorry...I..."

"Never apologize, when you can criticize! You see, that's the problem! Kindness never works when you want things your own way! In fact, being assertive or cruel works better."

"But I don't want to..." Fluttershy yelps as Iron Will just pushes her way. She is getting a bit annoyed. "Hey, stop that."

"Ha ha ha! Kindly pushover! Whatcha going to do to Iron Will; you can't go around me and asking me kindly move won't cut it with Iron Will!" Iron Will sneers to Fluttershy. The Minotaur laughs cruelly as he pokes the Pegasus pony a few times.

Fluttershy frowns, getting angrily. She doesn't know what it is, but the pony is getting fed up of being pushed over. Come to think about it...her friends sometimes push her around...they once tried to take on the Manticore without stopping to realize if it was hurt or not! And why must Rainbow tried to scare or pull pranks on her? Fluttershy didn't ask for them!

"Treat me like a pushover, and you'll get the once over!" Fluttershy exclaims furiously as she knocks down Iron Will, stomping on him a few times. The pony fails to notice that her yellow coat is turning gray. "No more Miss Nice Fluttershy! Get out of my way, moron!"

Fluttershy scoffs as she goes down the maze hallway, not noticing Iron Will's eyes turning red as he smirks evilly before disappearing...

* * *

Twilight and Applejack move down the maze, the purple unicorn is noting how oddly her friend is acting. Just then, the two ponies spot another friend of theirs.

"Oh, Fluttershy, there you are!" Twilight exclaims with a sigh as she comes over. "Are you okay?"

"I'm fine...but you aren't!" Fluttershy snaps as she pushes Twilight to the ground, much to her own shock. What gives? This isn't the nice Pegasi pony that she knows!

"Fluttershy, what the hay is that about?"

"Oh what? Don't like the new Fluttershy. I hate that you and the others push me around!"

"Uh, maybe this maze is getting to you." Twilight said to Fluttershy nervously, noting how cruel she is getting. "Maybe..."

"Maybe are for babies! Try using magic if you want to get an answer out of me. Oh wait, you can't! You got no horn! Boo woo woo!" Fluttershy snaps, slapping Twilight with her tail as she moves on. The purple unicorn looks stunned.

"Applejack, what's wrong with Fluttershy?" Twilight ask Applejack in concern. "She looks...gray and mean."

"Nothing's wrong with Fluttershy. She is always like that." Applejack lied, looking back while closing her back. She moves on, much to Twilight's stunned look.

What is going on here?

* * *

"Well, what do you think so far, Luna?" Discord asks Nightmare Moon who saw the action so far, "Took two ponies down and without a sweat."

"Yes...but when will you destroy them?" Nightmare Moon asks Discord impatiently. "So far, you are turning them gray and discorded...like you would love to do. And stop calling me Luna!"

"Oh relax, 'Luna'! I got four ponies left." Discord chuckles cruelly as he made six pictures of the ponies appear, crossing out Applejack and Fluttershy. He took out a thorn and throws it. "Now which pony is next?"

The thorn hits Pinkie Pie's picture. Discord smirks devilishly and sinisterly, much to Nightmare Moon's notice. Both villains can tell that he's going to enjoy this.


	3. Chapter 2: A Member of the Shadowbolts?

Chapter 2: A Member of the Shadowbolts?

Pinkie bounces around happily in the maze, looking for a way out. Despite the fact that Equestria is in danger and her friends are lost, she appears to be having a bit of fun.

Pinkie stops as she smells something...something good. The pony sniffs while asking, "Wait...do I smell...cupcakes?"

Pinkie bounces through a hedge doorway and saw a familiar creature cooking on the stove. Discord smiles while saying, "Ah, yes, Pinkie Pie. You're just in time. I was worried."

"Hey...uh, are you trying to stop me? Because I think you are. Being the Spirit of Chaos and Disharmony, you are trying to cheat like you did two of my friends."

"Now, what gave you that idea?"

Pinkie smiles happily while saying, "Well, duh! You did it in the previous chapter of this AU story. Duh! I betcha you want to make me stop laughing, right?"

Discord chuckles while holding up a cupcake, saying, "Come now. If you knew what I was doing, I wouldn't try on doing so. Have a cupcake and let's chat a while. I promise not to try to stop you from laughing."

"Hmmm, sounds suspicious for a villain who isn't supposed to show up until the next season...but okie dokie lokie!"

Discord blinks a bit, wondering what Pinkie is on about. But he smirks cruelly as so far, his plan appears to be working...

* * *

Nightmare Moon isn't watching the scene right now. In fact, the former Princess Luna decides on taking a short leave to find someone who could be a good ally for her once the threats are taken care of.

Nightmare Moon flies throughout the air and find an abandoned part of the mountain area, entering the mountain area. She can sense that he is here. The monster has been living here for years.

"Who goes there?" A voice snaps madly to Nightmare Moon.

"Yes, I can sense you...I may have only met you but I can smell the blood of Tadaka on you." Nightmare Moon said in amusement. "Come forth and face me."

The creature appears, confronting Nightmare Moon. It is a dragon with a dark blue and green body, long messy green hair, and a large scar over his eye. He looks like if he himself could be Spike's twin brother.

The dragon looks amused, looking Nightmare Moon up and down while saying, "So...the Mare in the Moon has decided to visit me...what a surprise."

"Hardly; I can smell Tadaka on you so you must be his son." Nightmare Moon said with an evil grin. "Your father used to be good friends with me and my sister."

"Was! Until you killed my father's trusted bodyguard dragon and kill my mother, Luna! Your sister should've spoke sense into you generations ago but no! You ended up causing the war that lasted for eons!"

"Don't ever...call me Luna again! Anyway, I am back to cast Eternal Night over Equestria...and I am willing to make up for my mistake by recruiting you to my cause; Together..."

"Forget it, Luna," The dragon remarks to Nightmare Moon, interrupting what she was going to say, "I despise all ponies, including you. So why should I put aside my hatred right now because you say so, Luna? I would rather take Equestria by my own way, wiping every one of you freaks out, including the one I tried to kill years ago."

"If you won't join me...then you will die!" Nightmare Moon exclaims furiously as she sent down lightning at the dragon whose dodges the attack.

The dragon takes a cane out and fires a wave at Nightmare Moon who turns into a mist and dodges it. She changes back to normal and kick her opponent aside. The dragon jumps and slashes at her, though this causes Nightmare Moon to back away a bit.

Nightmare Moon stomps the ground, causing the ground to move up, hitting her opponent then she launches a Nightmare Wave, hitting the dragon, sending him to the ground. Nightmare Moon approach but then the opponent jumps up, zapping one of her wings with lasers.

Nightmare Moon cringes a bit, trying to recover but that allows the nasty dragon to make a X like symbol to slash across her. She disappears and reappears behind her opponent, zapping him with various lightning slash, sending the dragon to the wall.

Nightmare Moon, panting, say, "You know...if it weren't for this fight, we could've been something...more than just friends."

The dragon grunts while saying, "Only in an alternative universe, Luna."

"So you still won't join me?"

"Never in a million years."

"So be it. I got other things to deal with, like making sure that Discord completes his task." Nightmare Moon said to the dragon, much to his surprise. "Yes, he is back, I released him and already the Spirit of Chaos and Disharmony is succeeding, unlike you and your family.

"How dare you!" The dragon exclaims furiously as he fires a bolt from his cane but Nightmare Moon just knocks it away.

"Your father fails to win his pathetic little war, your mother is a fool, and...hmmm, actually, I just recalling seeing a dragon similar to you earlier."

"What? What color was he?"

Nightmare Moon gave out an evil grin, saying, "I will say this. Judging by his color scheme, he came from a purple and green egg." The dragon gasps in a shocked matter. "What's the matter, dragon? Shocked?"

"My name...is Lorcan...and you're lying," The dragon known as Lorcan exclaims in complete denial. "The dragon you speak of is dead, he is dead; you hear me!" He swings his cane wildly at Nightmare Moon but she proceeds to hit him with a wave, knocking him to the ground.

"Dead or no, that is for you to decide! I got better things to do than listen to your sad story of lost family members; until we meet again...Lorcan."

Nightmare Moon laughs evilly as she disappears from the area, leaving a shocked and disbelief Lorcan on the ground, thinking of the alicorn's wicked words...

* * *

"Yum! These cupcakes taste good!" Pinkie exclaims as she ate some of the cupcakes happily. "How were you able to come up with good ingredients in this place?"

"Oh...these are no original special cupcakes...they are made from the most special of ingredients." Discord said with a wicked grin.

"Really? What?"

"Oh...pony parts."

Pinkie blinks her eyes, wondering if she heard right, "Uh...pony parts? You mean..."

"Now, now, don't sound so shock. You and your friends are trapped in a maze. If all of you were to lose at some point, you won't have much to eat. You may have to eat one another." Discord said to Pinkie calmly. The pony looks concerned, uneasy by what he just said.

"I don't want to eat my friends...they are..."

"And yet, what would happen if you were to leave this place when you do win? Will you find cupcakes like this again?"

Pinkie pauses a bit, then one of her eyes twitch, mumbling, "No...I wouldn't find good cupcakes like this again...but...my friends, I wouldn't dream of making cupcakes from them...as in..."

"Friends; Yes, the ones you show to 'laugh at the ghosties', from what I have seen. Tell me: are they laughing with you or are they laughing at you? Because I think they are doing more the latter than the former." Discord asks Pinkie with a smirk on his face.

"With me...but laughing at me? Really?"

"Yes." Discord said with an evil smile. "Why, they tend to laugh at you because of you acting like a fool...but back to the cupcakes. You want some from pony parts, right? Well, I say keeping acting like a fool because they won't realize that they themselves are being fooled because your friends would be too busy laughing at the fool...then you will strike."

"Strike, yes...cupcakes from pony parts...none like them." Pinkie said in a daze as her mane and tail deflates, her color goes gray a bit.

Discord smiles as he disappears, leaving Pinkie with a twisted smile on her face. Soon a hedge disappears, leaving revealing ponies who appear.

"Oh look, it's the mad moron." Fluttershy sneers at Pinkie in annoyance.

"Pinkie Pie; Are you okay?" Twilight ask Pinkie in concern.

"Sure...no problem, Twilight," Pinkie said as she fell down to the ground before getting up, "Ha ha ha; I love cupcakes! None like them, right?"

"Uh...I guess. You okay?"

"Nah! She's okay!" Applejack lied once more before closing her mouth and looking back.

"Come on, let's leave; find the others, anything!" Pinkie laughs madly at her friends, making Twilight a bit concerned.

"You laugh at me, I get mean!" Fluttershy snarls as she pushes Pinkie before moving on. Twilight blinks as Applejack follows her then the purple unicorn follows them.

Pinkie smirks evilly as she follows her friends, with a sinister plan in her head. Discord watches from the sky in amusement. Win or lose, he has already got a new pawn on the floor...

"Now for the white unicorn..." Discord remarks with a sinister smirk.

* * *

Back in the library, Spike was fast asleep, still worried about Twilight and the others.

"Spike, Spike, wake up." A familiar voice spoke up, waking Spike up.

"Huh? What...Princess Celestia?" Spike mumbles a bit as he saw a ball of light floating around.

"Sssh, I am in this form to hide from Nightmare Moon. Listen, Twilight and the ones who shall be the Elements of Harmony are in danger." The voice of Celestia spoke seriously to Spike.

"Huh? Why? What's happened?" Spike asks Celestia in alarm.

"Nightmare Moon has released Discord, an evil force that my sister, when she wasn't Nightmare Moon, and I defeated generations ago. If he succeeds, then the Elements of Harmony cannot be used to save Equestria." Celestia's voice explains.

"That's terrible!" Spike exclaim.

"Already I feared for them. You must go and help." Celestia said.

"But what can I do? I'm only a baby dragon." Spike said with a sigh. "Well, as well as Twilight's assistant but..."

"You can do more. If you can help out in some way, your life would also be helped out as well." Celestia said as a portal appears. "Hurry, I can only open this for a while and will close it to keep Nightmare Moon from finding me."

"All right, I'll do it!" Spike said in determination, "Hang on, girls, I'm coming!" The purple dragon then jumped into the portal.

"Good luck, Spike...I can hope you are better than your father or your brother was." Celestia said with a sigh.

* * *

Rarity has no idea what has happened to three of her friends. She is relaxing, trotting through the maze like no big deal.

"My, my, this has been fun...I sure hope nothing tries to come out and attack me." Rarity calls out, suspecting an attack by a monster of Discord at any given moment. She pauses a bit, "Hmm? Nothing? No? Oh well..."

Rarity turns around a corner...and gasps as she arrives in some sort of throne room, with gems and chests in some place, and a throne in the middle.

"My, my, this looks like a place fit for a queen." Rarity said with a smile.

"Or a princess in this case," A voice sprang out, making Rarity surprised. Who could that be?

"Who's there? Who is it?" Rarity ask curiously.

"Come now, do you not recognize your own princess?" A form appeared as a familiar alicorn appears, much to Rarity's further surprise.

"Princess Celestia!" Rarity exclaimed as she bow to her. "What a surprise! How did you escape from Nightmare Moon? How did you find us?"

"Come now, I'm the Goddess of the Moon and ruler of Equestria. How could I not come in this time of need?" Celestia ask with a smile.

"But you still didn't answer my questions." Rarity said puzzled.

"Oh, let's not worry about that. Tell me, what do you think of the treasure that you see around?" Celestia ask Rarity, motioning to the treasure. "I stumble upon it while looking for you and the others."

"It's absolutely wonderful, Princess." Rarity said with a smile.

"I see you have good eye when it comes to gems." Celestia said with a giggle. "We could use someone like you in Canterlot. You...do want to be someone of a...celebrity in Canterlot, do you?"

"I always wanted to be a celebrity in Canterlot!" Rarity said eagerly.

"Yes...I've heard about you which is why you were chosen to help out in the Summer Sun Celebration." Celestia adds. "If you all were able to beat Nightmare Moon, why, imagine what you could have, anything you want, even your dream. Do you have a dream? Anything you want in Canterlot by any chance?"

"I would really love to have my very own prince charming." Rarity said with a loving sigh.

"Anyone in particular," Celestia ask, arching an eyebrow.

"Well...I have heard of your nephew, Prince Blueblood." Rarity said with a happy sigh, "Imagine, me and him..."

"Good, then he could be yours...just like this treasure." Celestia said with a hidden smirk as her eyes turn hypnotic. "Just keep the treasure for yourself...one part of it will work fine. You don't have to share it with anypony but yourself..."

"But...won't my friends be rewarded?" Rarity ask, her eyes appears to be in a trance.

"Oh, they will have their own rewards...but everything else belongs to you." 'Celestia' said with a nod.

Rarity gave out a greedy grin...not noticing her coat is going grey like some of her friends before her.

"I say...MINE!" Rarity exclaim madly as she jump on a huge gem, claiming it for her own. "Yes, the fame, fortune...and Blueblood is mine! No pony else shall have them..."

"That's the spirit." 'Celestia' chuckles madly as she disappears from sight.

* * *

Twilight is getting a headache. She had to listen to Applejack's lies and Fluttershy's insults for a few minutes. At least Pinkie Pie kept quiet though Twilight is getting uneasy from the weird looks she is giving her and the others.

"Will you ponies stop that?" Twilight ask AJ and Fluttershy in frustration.

"Don't tell me to stop, or I will clean your clock!" Fluttershy scowls at Twilight.

Twilight was about to speak again then she spots somepony familiar with a gem on her back.

"Rarity; where...where did you get that diamond," Twilight ask Rarity, blinking her eyes in confusion.

"Why? So you can have the rest of my treasure?" Rarity snaps to Twilight in a greedy like way. "Find your own reward, your greedy unicorn! This is mine; the other treasure is ALL MINE!"

Twilight's eyes is twitching as she scream, "Why are you ponies acting like jerks all of the sudden?"

Unknown to her, Discord is watching in amusement. So far, 4 ponies whose have shown the five elements shown have been corrupted. Now for the last one...

* * *

Discord arrives to Nightmare Moon who just came back. The spirit asks slyly, "So how did I do so far, Luna? Be honest."

"Hmm...I gotta admit, Discord, what you're doing to those ponies is pretty impressive." Luna said with a nod, intrigued of what Discord did to the four ponies he corrupted.

"Yes, that leaves only the blue pony and your sister's favorite student on the list." Discord said sinisterly. "Of course, I may need a little help with the Pegasus one. Is it all right if I borrow some help?"

"Maybe I think of a few servants of mine..." Nightmare Moon remarks with a sinister smirk. Granted, she knows of three special Pegasi that the villainess was going to use on Rainbow Dash before...

Well, time to make up for it right now.

* * *

"All right, I'm the pony...no pony can stop me." Rainbow mumbles as she trots through her part of the maze, throwing hoof punches into the air. "I like to see anyone try to take on the best.

"The best," A voice spoke up in amusement, getting Rainbow's attention. "Excuse me...but did we hear 'best'?"

"Eh? Okay, who's talking?"

Rainbow enters a part of the maze which looks foggy and hard to see. The pony looks around, trying to see whose talking. Is it Discord or some creature unknown? It's hard to tell.

"You did say about being the best...right?" The voice asks in amusement, getting Rainbow's attention. "I hope so because we were waiting the arrival of the best flyer in Equestria."

"What? Who," Rainbow ask puzzled and curious.

"Why, you, of course."

"Really? I mean... Oh yeah, me. Hey, uh, you wouldn't mind telling the Wonderbolts that, would ya? 'cause I've been trying to get into that group for like, ever."

"No, Rainbow Dash; we want you to join us, The Shadowbolts." The voice booms. Rainbow looks surprised as three Pegasus pony appears, landing near Rainbow. They are wearing uniforms similiar to the Wonderbolts, but they are black and sinister looking. The leader, the one who's speaking, continues, "We're the greatest aerial team in the Everfree Forest, and soon we will be the greatest in all Equestria, but first, we need a captain; the most magnificent-"

"Yep." Rainbow said with a nod, suspecting that the Shadowbolt leader is talking about her.

"Swiftest-"

"Yes."

"Bravest flyer in all the land," The Shadowbolt answers with a sinister like smirk.

"Yes," Rainbow chuckle. What that Shadowbolt said describe her to the max. "it's all true."

"We need... you."

"WOOHOO! Sign me up. Just help me find my friends, get us out of this maze and then we have a deal."

"No! It's them or us." The Shadowbolt hisses to Rainbow, much to her surprise. She then notes the lack of wings on the cyan Pegasus's back. "Oh...your wings are missing. Too bad; we can take only ponies with wings in our group. Why should you want to be with those who don't?"

"Fluttershy...a friend of mine has wings." Rainbow points out to the Shadowbolt, looking unsure.

"But from what we heard, she is a bit of a coward! You don't need her...but you do need us. But first, perhaps you will discuss your wings with our friend."

"Yes indeed." A familiar voice spoke up as Discord appears. Rainbow yelps as she prepares to fight but the creature stops her. "Now now, I'm only here to talk and to discuss a deal with you. The Shadowbolts needs someone with your talents and I don't blame them. But with the lack of wings, that is a problem."

"Yeah, you took them, remember Discord?" Rainbow points out to Discord with a frown.

"But I can make your choice easier for you." Discord made a box appears. "Inside are your wings...and I can give them back to you; But here's the twist: you and the Shadowbolts shall get to the end of the maze...and exit through the portal I have made, leaving the other ponies behind, trapping them here forever!"

"Huh? I thought the idea that if we make it to the end..."

"I said that every pony must play the game...in other words, all of you must make it through the portal together! Did I forget to mention that? Oh yes, I must've. I'm a bad spirit, I am."

"But what about my friends," Rainbow ask, a bit doubtful while glancing to Discord then to the Shadowbolts. "How..."

"Oh come, who needs friends? An offer to join this elite group is a once in a lifetime opportunity, after all." Discord explains, while the Shadowbolt leader smirks sinisterly. "After all, what had your friends ever did for or to you? They couldn't help you get what you wanted yet you did a lot for them. But you can be with them...just leave the game with your wings and the Shadowbolts. Don't worry about the other ponies. I will put them through a new game if they want to get out. It's your choice."

Rainbow hesitates, looking a bit concerned. The Shadowbolts' offer along with Discord's sounds tempting...but that would mean abandoning her friends. She felt her own coat temporarily turning gray.

It is her own choice to make now...

* * *

"Well, we're almost there." Applejack lied as the other ponies make it through the maze. Twilight groans a bit. Between her lies, Fluttershy's insults, Rarity pushing away anypony near her diamond and Pinkie Pie's...weird state, the purple unicorn will be glad to leave.

"Ugh, stop with the lying, Applejack." Twilight groans angrily. "What was Princess Celestia thinking? Making friends; Ha! I am no friends with liars, cruel ponies, greedy ones and a weird pony who kept staring at me. I'm glad to find the Elements of Harmony and defeat Nightmare Moon. Then maybe I won't see you all ever again!"

"Cupcakes...cupcakes," Pinkie mumbles, her eye twitch a bit.

"You want cupcakes? I will give you a shake!" Fluttershy snaps as she shakes Pinkie up and down, laughing cruelly while sending her to the ground, "Ha ha ha ha!"

"Shut up, for Celestia's sake, shut up!" Twilight exclaims in annoyance. "I can't believe you ponies are the same ones who did those great things that I saw earlier...I mean, honestly!"

Jsut then the group came to a clearing...where a big portal awaits. Twilight sighs in relief. At least Applejack's right for once: there is the exit; But where's Rainbow Dash?

"Okay, you four stay here. I'm going to find Rainbow Dash." Twilight said to the other ponies with a smile. "Maybe then..."

"Don't you dare leave me," Rarity snaps, blocking Twilight. "The moment that you do, these foalish ponies would try to steal my treasure from me...or worst, you may come back and steal it yourself!"

"Rarity, come on! You know that without Rainbow Dash, we can't find the Elements!"

"Oh, you mean that Rainbow Dash who is leaving with new friends?" Pinkie asks weirdly while pointing a hoof at something.

Twilight looks confused as she turns around...and saw Rainbow Dash arriving in a new direction with some Wonderbolt lookalikes. The purple unicorn looks confused and shocked upon seeing the Pegasus pony...with wings; But how...

"Hey, Rainbow Dash; How..." Twilight ask in concern. The pony gasps as Rainbow doesn't seem to hear her. She speeds up...and disappears through the portal. The Wonderbolt lookalike laughs sinisterly as they disappear through the portal as well, "Rainbow Dash!"

Lightning appears as the maze collapses, the portal disappears, etc. Sinister laughter is heard as a familiar villain appears, glaring at them.

"Well, well, looks like somepony broke the 'no wings, no magic' rule...as well as leave the maze without the rest of you! Too bad, you lose, my little ponies!" Discord taunts as he snaps his finger, restoring the unicorns' horns and Fluttershy's wings. "Your former friend has escaped...but you are all trapped here forever! Eternal night awaits Equestria along with a big storm of chaos!"

Discord made an umbrella appears as if taunting the ponies and laughs sinisterly. Twilight looks downtrodden and hopeless. Most of her friends have turned into liars, meanies, greedy ponies, and weirdoes...and worst yet it looks like Rainbow has abandoned them all with a new group of ponies!

"Rainbow Dash...how could you?" Twilight whispers in sadness as she looks down. Rainbow has turned traitor...and now the unicorn is trapped forever...

* * *

Nightmare Moon smirks sinisterly. Looks like Discord has indeed done it: he defeated the ones who could get in her way now.

"Perfect...so much for the Elements of Harmony." Nightmare Moon booms as she glances at the stone version of the once powerful Elements. "And now...my little group has a new member. Welcome to the Shadowbolts, Rainbow Dash..."

Nightmare Moon smirks as her loyal Shadowbolts are with her...along with Rainbow who appears to be in a costume of her own!


	4. Chapter 3: Psycho Pie or Cupcakes

Chapter 3: Psycho Pie or Cupcakes

Twilight looks down in sadness. She has failed. The unicorn is trapped in the maze forever with a liar, a brute, a greedy snob and a weirdo. The Elements of Harmony are out of reach. And worst yet, Nightmare Moon is out there, spreading her Eternal Night throughout Equestria.

Correction: worst yet, the one pony that Twilight thought she could count on when no pony else is left has turned traitor! She can't believe that Rainbow Dash went and abandoned her and the other ponies like this! Oh, if only Twilight has taken this journey alone...

"And I have high hopes for them when..." Twilight said sadly as she glares angrily at the ones who treated her like a friend and what the unicorn is suspecting, only for her hopes to get dashed.

"Stay away from that!" Rarity snaps as she hits Applejack madly. "You're trying to steal my treasure!"

"Uh, yeah Ah am?" Applejack lied, getting confused but was hit again. "Ay!"

Pinkie laughs madly. Fluttershy fumes as she snaps, "Laughing at me, eh; Well, I will show you laughing," She tackles the pink Earth pony getting into one insane fight.

"Oh! You ponies are impossible!" Twilight exclaims with a groan of despair; Looks like all hope is lost.

Discord laughs sinisterly. Right; in all the madness, Twilight has almost forgotten the source of all this trouble. The villain is eating some popcorn, remarking, "I must confess, I haven't have all this fun in years; watching you ponies quarrel like this; Priceless!"

"You...you cheater! You did something to them!"

Discord scoffs, throwing his popcorn away while bowing. He remarks, "Oh, uh, perhaps you have forgotten. Allow me to introduce myself. I am Discord, the Spirit of Chaos and Disharmony...I am SUPPOSED TO CHEAT! Anyway, I didn't do a thing to them. They did that all by themselves."

"But you did something...come on! You got to give us another chance!" Twilight exclaims to Discord in frustration. "You can't keep us here forever."

"You're right. I am supposed to give you unlimited continues, so allow me to help you out."

Twilight yelps as the whole area disappears around her, Discord and the quarreling ponies. Pinkie said creepily, "Wow...look at the shining colors."

Soon everyone find themselves in some sort of dark and twisted city, that looks like Canterlot, only worst. Twilight gasps in worry and alarm. Is this what awaits Canterlot once Nightmare Moon taken over?

"Here's another game which I like to call...'Second Chances'. Lame title, yes, but hey, what did you expect from someone who was a statue for centuries?" Discord asks Twilight with a cruel smile. "Once again, I will separate you."

"Oh lame! You're dumb and stupid!" Fluttershy exclaims to Discord with a scoff of disbelief. "You separated us already, dummy!"

"Since I'm the one who made you cruel and assertive, I will ignore the insults. Twilight, your job is to find your friends...who probably won't come willing this time."

"You betcha, not without my treasure," Rarity snaps as she grabs her treasure and runs off. "MINE! GO AWAY!"

"Ah ain't need help, don't need it." Applejack lied, doing the same thing.

"So if you can somehow get them to remember who they once are...go ahead and try." Discord said to Twilight, wrapping his body around her, creeping the pony out. "And to show you what a good sport I am, I can even give you a friend without looking. Pick any pony to have at first."

Twilight sighs a bit. She doubts that Discord would make things easier for her. For all the purple unicorn knows, the evil spirit would try to cheat again. But at least getting a so-called friend would give her the advantage...at least Twilight thinks so.

"Fine, I pick Pinkie Pie." Twilight said, making Pinkie smiles creepily at her. "She may have been acting weird but at least the pony didn't yell or fight liked the others."

"Good!" Discord laughs as he made Fluttershy disappear. "Your friends are in certain places in the city. And I will even allow you use of your horns and wings. The rules are simple."

Discord made a hourglass appear, turning it over and causing sand to spill, remarking slyly, "You got 13 hours...which is how much sand of minutes is in here to find your friends, change them back and come to a portal that I hid in the city or you will all be trapped here...forever."

Discord laughs as he disappears, leaving Twilight and Pinkie alone, "Just a pity..."

"Well, come on, Pinkie Pie. The sooner we can find the others and snap you out of your insanity, the sooner we can get out of here, find the Elements, stop Nightmare Moon and never see one another again...at least, I hoped." Twilight said with a sigh. The truth is, the unicorn is hoping that her friends would recover, showing what they truly are.

As Twilight leave, Pinkie follows her, Discord's voice said, "Pinkie Pie..."

"Yes?" Pinkie ask Discord who is nowhere around.

"Remember those cupcakes I gave you before...maybe you can have them without Twilight looking...in fact...there's more where that came from..."

A knife appears, Pinkie smirks madly, one of her eyes twitches as she takes the knife. This oughta be...fun...

* * *

Nightmare Moon laughs as nighttime spreads throughout Equestria. The evil alicorn booms out, "Oh yes...everything has been doing so well...for a moment, I was worried since I send out Discord...but now that he has taken care of my sister's student and her friends, perhaps now I can get to what I started centuries ago."

"Uh, mistress," A voice spoke out. Nightmare Moon turns to see Rainbow nearby, bowing. "What would you do to Discord once this is over? Allow him to spread chaos or something?"

"Please. I only gave him that offer to get him to go after your former friends...once Eternal Night is eternal, I will have no further use of him. You and the Shadowbolts will distract him while I turned him into stone. Then I will be rid of him."

"And the Elements of Harmony?"

"Former Elements, you mean." Nightmare Moon remarks with a sneer. She motions to a high tower nearby in the ruins. "Not to worry. Two of my trusted Shadowbolts are guarding them in the highest tower over there. But why worry? You shouldn't after Discord has shown you the pleasures of being one of the best."

"Of course, sorry, I was a bit paranoid. Forgive me." Rainbow said, bowing again as she backs away.

"All is forgiven. Now then, I must seek out and destroy my sister...perhaps banish her to the sun and see how she likes it; Ha ha ha!"

Nightmare Moon disappears into a purple mist while leaving the scene; Rainbow, the newest Shadowbolt member, glances at the tower where the Elements of Harmony now lies...

* * *

"Man, this is where Twilight and the others are at?" Spike asks with a groan as he looks around the city that the baby dragon is in. "Oh, I hope I am not too late..."

* * *

Lorcan sat in his cave, alone and disbelief. He can't believe what Nightmare Moon is saying: his brother can't be alive...but what if he is? The fact that no one has found his egg...

Just then, Lorcan heard wings flapping, turning to see Nightmare Moon landing. The dragon frowns, asking, "What do you want now, Luna? Haven't you tormented me enough?"

"On the contrary, you aren't done being tormented...but perhaps I was a bit foalish earlier." Nightmare Moon remarks in amusement. "I think I know of a way how to make that up..."

"Like how," Lorcan asked dryly.

"Discord has succeeded...but I have a feeling that the ponies might return to normal. So I want you to kill the one pony whose could make that happen." Nightmare Moon explains. It's true, the alicorn fears that, although Discord has managed to discord most of the ponies, she doesn't want to take a chance that something may go wrong.

"I say...you are more crazier than usual, Luna!" Lorcan scowls at Nightmare Moon. "You already got that Discord idiot to help, why me?"

"Because the pony in question is the same one you tried to kill: Twilight Sparkle!" Nightmare Moon answers with a sinister smirk.

Lorcan looks stunned then smirks, saying, "I think...you got my attention, Nightmare Moon."

* * *

"Pinkie Pie, stop staring at me," Twilight groans as she and her weirder than ever friend trots through the city. "My life is turning into one huge nightmare after another!"

"Oh, I don't know...I think you are doing fine." Pinkie said, eyes twitching, "So you hungry? I'm in the mood for cupcakes!"

"Not now, Pinkie Pie." Twilight groans. "I am not in the mood."

"Twilight," A familiar voice calls out. Twilight saw a familiar dragon coming up to her.

"Spike," Twilight exclaimed.

"Who," Pinkie asked, confused. "Oh, wait...the dragon brother..."

"How did you get here?" Twilight asked Spike in concern.

"Celestia sent me here." Spike explains. "She told me that you and the others are in trouble and send me to help. Speaking of which, where are they besides Pinkie Pie?"

"Ugh! Don't remind me! Applejack has turned into a liar, Rarity a greedy snob, and Fluttershy is becoming an assertive jerk! Pinkie Pie here is acting weirdly..." Twilight grunts, frowning at Pinkie.

Pinkie is licking her knife while Twilight isn't looking, then notices and looks innocently.

"And Rainbow has turned on us! We're all trapped here and have to play another one of Discord's mind games to get out of here!" Twilight exclaims under frustration. "I mean, what the hay was Celestia thinking; 'Making friends'? Ha! These ponies aren't friends! I would've found the Elements of Harmony and stop Nightmare Moon on my own!"

"Okay...but still..." Spike began to speak, but a furious Twilight cuts him off.

"And I left you home because I didn't want you with me!" Twilight exclaims furiously. "I mean, this is too dangerous for a baby dragon! What was my teacher thinking sending you here? You're going to be a distraction from the true matter at hand!"

"Hey, don't get in my face because your friends are no longer the same as they were!" Spike snapped to Twilight with a frown. "At least, let me help..."

"I don't need your help! And they aren't my friends!" Twilight exclaimed furiously.

"This is about what happened to that colt that disappeared years ago, wasn't it?" Spike asked Twilight suspiciously.

"Don't bring him up!" Twlight shouted, "I don't deserve any friends at all ever since he's gone!"

"But that colt would've wanted you..." Spike begins to say.

"Shut up! Go home, Spike! I don't need you, I don't need anypony." Twilight said in anger and denial. The truth is, the pony is losing faith in the other ponies after Discord's appearance. The least that Twilight can do is to make sure that Spike doesn't get caught in the crossfire.

"Ugh, fine! I can take a hint!" Spike groaned as he stormed off. "I wish you have more faith in me than the princess did..."

"Faith; More like misplaced faith; with friends like you and these, who needs...enemies," Twilight ended with a sad sigh while looking down. The purple unicorn is unaware that her coat is turning gray until it is completely done.

Twilight then made a tear that landed on the ground, which formed into the shape of a heart broken in half.

A sinister chuckle is heard...but it isn't from Pinkie. A voice said, "My, my, losing friends, are we?"

Twilight gasps as a burst of flames appears, blocking her from Pinkie and anywhere else. Soon a dragon appears, one that the unicorn thought she would never see again.

"You," Twilight said, stunned to see him, the one dragon who tried to kill her years ago...and the same one who took her brother Starlight.

"Good to see you little Sparkle," Lorcan taunts Twilight, looking the unicorn up and down. "My, my, gray sure suits you. But then again, that's what happened when you turn away any chances at friends."

"What do you want? How did you get here?" Twilight demands angrily to Lorcan.

"Nightmare Moon sent me here, just a precaution like Discord. Having fun, Miss Sparkle?" Lorcan taunts Twilight some more. "You sure did when I slaughter that young colt that is your brother!"

"Don't you dare insult Starlight like that," Twilight snaps furiously to Lorcan. "He didn't deserve what you did to him."

"Oh yes, here we go again: whining because your brother is dead, blah, blah, blah. Anyway, now that I'm here, time to finish off where I started." Lorcan said, taking out a beam sword with a green color and a black core. "The point is: I got you where I want you and I'm going to make sure you are dead this time!"

"No, you won't kill me!" Twilight shouted, "You're gonna pay for what you did to my brother, you monster!"

Twilight snorts as she prepares to charge Lorcan. Her little brother was killed by this monster...her quest is in danger...and the other ponies are discarded along with herself, the latter is still unknown to her. It's time to end this!

Twilight charges at Lorcan who fires bolts at her, but she dodges each one, jumping up to hits the dragon with bolts of her own.

Lorcan yelped as Twilight kicked him down. She kicked him with her lower legs a few times before the dragon moved out of the way.

Lorcan fired lasers at Twilight, who cringed from the hit, but they aren't so powerful. Twilight disappeared and reappeared behind, head butting Lorcan.

"Insolent pony," Lorcan snarled as he glared at the purple unicorn.

Twilight frown a bit, her magic isn't a bit powerful than she imagines. The unicorn notes that her coat is gray...but she doesn't care. All that matters is getting back at Lorcan for Starlight's death. Anything else no longer matters.

Twilight fires a blast at Lorcan, knocking his beam sword away. She smirks. The pony got the upper hoof now!

"Monster...I am losing everything, even my mind. But the least I can do is pay you back tenfold like you did to Starlight." Twilight said with an evil look.

Suddenly, the purple unicorn was knocked to the ground by a cane, which came from Lorcan, whacking her with it.

Lorcan got up, smirking evilly as he came over to her. Twilight tries to move but is barely doing so. The fight has exhausted her.

"Poor little Twilight...should've finished me off instead of gloating. But you know that I would've has a backup plan!" Lorcan taunts sinisterly.

Lorcan, of course, didn't see a purple claw picking up his beam sword.

"And thus, my mission from years ago shall be complete. No worries, the rest of your pony kind will follow!" Lorcan exclaims as he raises his cane to smash Twilight. "Say goodbye for good, Twilight Sparkle!"

The unicorn braced herself for her doom. She thinks it's all over, and she'll be reunited with her late brother soon.

Lorcan, without warning, stops...then looks down. The dragon gasps as he saw his own beam sword pierced through his chest.

"No..." Lorcan collapses to the ground, dying. He turns and sees Spike, the one who held his beam sword. "So it's true what Nightmare Moon said. You are..." Before he could finish, Lorcan closed his eyes, expiring at last.

"Spike," Twilight said. Spike threw the beam sword away as the flame disappeared. He helped her up. "You helped me? Why?"

"Because...I am more than just your assistant; I am your brother...and your friend." Spike said with a sigh. "Friends are always there to help you, in the past, present or future. Even if you don't want any friends after what happened to that colt, I have a feeling that Rarity, Pinkie, Applejack, and the others...they wanted you to be your friends; Friends who would support, help you out, and care, no matter what. Friendship is perhaps the greatest power in Equestria."

"Friendship...greatest power..." Twilight said thoughtfully. She remembers the friends that she herself has made in Canterlot...as well as the ponies who wanted to be her friends.

Perhaps if Discord wasn't around, Twilight would consider...wait, scratch that. STILL consider the ponies as her friends. They would do what it takes to help her...and she would. And that colt...Ben Mare...he would've wanted her to have more friends.

Twilight remembers something else: the Elements of Harmony...and what her teacher said about making friends. Celestia knew what she was on about! Friendship must be necessary to stop Nightmare Moon.

"Yes, of course, it all makes sense! Friendship is the greatest power! It is very important!" Twilight exclaims in happiness. Suddenly her grey coat is turned back to normal, restoring the purple unicorn back to her normal self as well, "Spike!"

Twilight laughed as she hugged Spike, startling him a bit.

"Whoa, Twilight," Spike exclaimed in surprise.

"Don't you see; the princess knew what she was talking about when she told me to make friends! Nightmare Moon and Discord knew that friendship is the only key needed to stop them, so that is why they tried to stop us!" Twilight exclaimed happily while letting Spike go. "Remember when I said that stopping Nightmare Moon doesn't depend on making friends? I was wrong! The opposite is true! I felt a spark when Applejack, Rarity, Fluttershy and Pinkie Pie had shown certain parts of the Elements of Harmony before...and I felt a connection with them...and Rainbow Dash."

"But didn't you say that Rainbow Dash has turned traitor?" Spike asked Twilight skeptically.

"I did, but I can still help her regain her senses!" Twilight exclaims in determination. "And now, it's time to get my friends back; for you, for me, for all the ponies, for Equestria!"

"Whoa, Twilight, look out!" Spike screamed. Twilight turned and dodged Pinkie, who almost stabbed her.

"Pinkie Pie," Twilight exclaimed in alarm. "What..."

"Sorry, can't wait! I am not 'kidney' when I implied that I wanted cupcakes!" Pinkie exclaimed madly, her eye twitching some more. "Twi, your number just came up, so hold still; ha ha ha!"

Twilight frowns in determination. First, she will restore Pinkie Pie!

"You're gonna have to fight me if you wanna make cupcakes out of me, if I can't snap you out of it!" Twilight shouted.

* * *

Two of the Shadowbolts are discussing their plans for Equestria. They decided on killing the Wonderbolts just to be the only best fliers in the world. Just then a familiar Pegasus pony lands nearby.

"Ah, captain. Come to join us in the discussion?" The Shadowbolt ask Rainbow with a smirk.

"Maybe, maybe not; so what would Nightmare Moon do to the rest of Equestria?" Rainbow asks the Shadowbolts curiously. "I mean besides banishing Celestia to the sun and spreading Eternal Night."

"Seriously; our mistress is going to make every pony suffer. They did not love her night centuries ago so they themselves deserve what they get!"

"And what of the ones I betrayed? Not being curious but supposed those ponies were to get close to escaping that world that Discord sent them to? Would she send us there to take care of any loose ends?"

The Shadowbolt scoffs a bit, "Hardly. Nightmare Moon don't need to worry about them...but if by unlikely chance that were to happen, she has the ability to make a portal to where they are, the same power she gave all of us. That is how we can get to all over Equestria without flying."

"I see." Rainbow said with a nod. "So I have that power too?"

"Of course...you are one of us, correct?"

"Duh! Of course, I am! I mean, the best flier in Equestria is a member of the Shadowbolts has every one of your powers! I just want to make sure because I hate to look like a foal and a loser! Ahem, as you were..."

Rainbow flies off leaving the two Shadowbolts behind, thinking about what the two has said...

* * *

Pinkie stabs at Twilight who dodges her every attempt. The pony is still recovering from her fight with Lorcan.

"Come on, hold still. I will need to 'wing' it to make this stuff!" Pinkie laughs madly.

"Pinkie Pie, why are you trying to do this?" Twilight ask Pinkie in concern. "You are no killer!"

"Yeah, but if we're going to be trapped her forever, we may as well do what is best to survive: even if we have to eat each other! Ha ha ha ha! Cupcakes made out of pony parts! The best there is!"

"That is sick and wrong! I mean, who gave you that idea; Discord?"

"Wow, you're good! That's why I can kill you slowly." Pinkie remarks with a cruel chuckle. This click in Twilight's mind: it was Discord who got her into this: convincing her how 'wonderful' making cupcakes out of pony parts was, "And then, I can find the others, share the 'experience' with them...then find Dashie and finish her off last; Ha ha ha!"

"No!" Spike exclaims as he tackles Pinkie from behind, pinning her down. "Don't do it, Pinkie Pie!"

"Pinkie Pie, listen: doing what you're trying to do is wrong." Twilight said softly to the mad friend. "You don't really think that pony cupcakes are good, do you?"

"They do taste good..." Pinkie said to Twilight, though a hint of sadness and guilt is heard in her voice. "But I don't like eating my own friends…"

"Then don't do it. You did a lot of good things for your friends. I may have been annoyed by you at first, but you have shown how you can throw parties and bring laughter to others, like when you help us face our fears in the forest. Remember the song?"

Twilight clears her throat, singing a familiar song.

Twilight: _**When I was a little filly and the sun was going down...**__**  
**__**The darkness and the shadows, they would always make me frown**_

"Twilight..." Pinkie said softly, remembering that song...as well as the laughter that it has brought her friends.

_**I'd hide under my pillow **__**  
**__**From what I thought I saw **__**  
**__**But Granny Pie said that wasn't the way **__**  
**__**To deal with fears at all**_

"Take it, Pinkie." Twilight said to Pinkie. The pony, the madness is slowly disappearing, nods as she sings next.

Pinkie: _**She said: "Pinkie, you gotta stand up tall **__**  
**__**Learn to face your fears **__**  
**__**You'll see that they can't hurt you **__**  
**__**Just laugh to make them disappear."**_

Twilight grins as she uses a memory spell, one that helps bring memories of past deeds to the surface, on Pinkie Pie. Soon good and laughing memories return to the filly...the pony smiles as all her usual pink color is returning.

Soon Pinkie jumps up, knocking Spike right off as her mane and tail blows up back to their puffy like size again. The pony laughs as she and Twilight sings along, laughing around themselves.

Both: _**So, giggle at the ghostly **__**  
**__**Guffaw at the grossly **__**  
**__**Crack up at the creepy **__**  
**__**Whoop it up with the weepy **__**  
**__**Chortle at the kooky **__**  
**__**Snortle at the spooky**_

Pinkie: _**And tell that big dumb scary face to take a hike and leave you alone and if he thinks he can scare you then he's got another thing coming and the very idea of such a thing just makes you wanna... hahahaha...heh...**_

_**Laaaaaaauuugh!**_

Twilight, Pinkie and Spike laughed as they fell on the floor, laughing some more until stopping.

"Wow! That was...fun!" Spike exclaims with a chuckle.

"Hee hee hee; I was gray and more crazy; Can you believe it?" Pinkie giggles a bit. Then she looks down a bit before standing up. "I'm sorry...I almost tried to kill you Twilight...and for what? To make cupcakes! What was I even thinking?"

"It's okay, Pinkie." Twilight said as she stood up and hug Pinkie before letting go. "That Discord was very convincing and nasty. Sometimes treats like his are tempting and good...but is it worth killing your friends just to have cupcakes like those?"

"Hmmm, now that you mention, no; I mean, ick! Only in some weird out fan-fiction by some author in the real world would that happen! I mean, gross!"

"Don't know what you're talking about, but I'm glad you're back, my good friend."

Pinkie gasps then bounces up and down excitedly, asking, "Really? You're my friend? You wanted to be my friend? I thought you were a bit annoyed! I mean, I can sense you being annoyed and..."

"Pinkie Pie," Twilight giggles as she stops Pinkie from bouncing. "I can be a bit frustrated, but never annoyed by you! At first, I was refusing to take friends because I thought knowledge and studying is more important than friendship...as well as something happening in my past that I prefer not to get into right now. But I saw how much you and the other ponies did for me...as well as what Spike did has opened my eyes up to see how strong and powerful friendship really is! You were the first pony to greet me when I first enter Ponyville and taught us how laughter is fun! For that, I will be happy to be your friend!"

Pinkie looks like she is about to burst...the pony is! The Earth one somehow turns herself into fireworks and fires herself into the air in excitement. Then she lands near the surprised Twilight and Spike, hugging them both.

"Yes, yes, yes! I knew I could get through to you, even if I sounded crazy to do so!" Pinkie exclaims eagerly, but stops for a moment. "So...what are we doing?"

"We're going to get the other ponies back and bring them to their senses!" Twilight exclaims in determination as she got out of Pinkie's hold. "Come on!"

"Yeah, let's go!" Spike cheers as he, Twilight and Pinkie rush off to find the ponies. One pony down, 4 more to go!

* * *

Two Shadowbolts are on guard, making sure that no pony goes near the Elements of Harmony, in stone form. The minions thought it was dumb since Celestia and Nightmare Moon are no longer connected to them...and the only ponies whose could do so are discorded and trapped in Discord's crazy world.

Suddenly without warning, something zips by and knocks the two Shadowbolts down, sending them both to the floor. Whoever the attack is smirk as it grabs the stones and head off info hiding.

"Boy, the things I do for my friends." The attacker mumbles as it makes a portal appears. "Hang on, girls; I'm coming...though I need to ditch the costume after this is over..."

The mysterious attacker goes into the portal, taking the Elements with it.


	5. Chapter 4: Elements Reunited

Author's note  
To be honest, cornholio4, that is only partly true. Spike still has family like his adopted sister Twilight and more. Now then, let's continue, shall we?

Chapter 4: Elements Reunited

Twilight, Pinkie and Spike continues moving their way until they found a dried up area. There's Applejack all right, sitting on her flank, mumbling, "Yeah, Ah would've gotten 'de Elements all by mahself...then those so-called friends o' mine abandoned an' betrayed me."

"Who is she talking to?" Spike asks Twilight puzzled.

"No one, sad really; Applejack is now lying to herself." Twilight said in pity. Applejack is now lying to herself. Well, time to put an end to this, "Applejack!" The orange now gray Earth pony glances at her friends. "We have come to fight for our friendship!"

"And to party," Pinkie laughs in determination, making Twilight and Spike look at her. "What?"

"Oh really? Where was yew when Ah was fighting Discord?" Applejack scoffs a bit while tossing a rock at Twilight who uses her magic to block. "Oh, playing Miss Toughie, eh?"

"Pinkie, Spike, I need to get closer to use the memory spell on Applejack." Twilight said to the other two in concern. "But I need a distraction."

"No worries! I got this!" Pinkie exclaims happily as she bounces over to Applejack, looks like this pony has a weird plan. "Hiya Applejack! You remember me, right?"

"Shucks; sure don't." Applejack lied, "Never met yew before."

"Awww, glad you remembered me! You must be the dumbest pony that Equestria ever has, right?"

"What? No, Ah ain't the dumbest pony in Equestria! Ah am 'de smartest!"

"Silly liar," Pinkie giggles to Applejack. "I figure since you're a liar you are telling the opposite of what you're saying! You must seriously love doing this, right?"

"Uh, love what?" Applejack asks, confused by what Pinkie is doing.

"Lying of course; you love it a lot!"

"Of course, lying is good!"

"So you admit to hating lying!" Pinkie laughs to Applejack, much to the pony's confusion. "Because you know that deep down, it hurt ponies because the truth always hurt!"

"No, no! There ain't anything wrong wit' lying!" Applejack exclaims, getting more confused yet concerned. "Ah...Ah just don't wanna tell 'de truth, dat's all!"

"Yeah...but you do wanna tell the truth, right? But couldn't. After all, you're the one who always loved Apple Bloom, your family and your friends and fears yet fears that telling the truth would hurt their feelings."

"'Dat's ain't true! Wait, it is true, but Ah...ah..."

Applejack looks confused and hurtful then she looks around and fell to the ground. The Earth pony is confused! The lying while telling the opposite is really REALLY hurtful. But Pinkie Pie is right. Lying isn't better than telling the truth!

"Wow...it worked." Spike said in amazement as he and Twilight came over to the smiling Pinkie and the groaning Applejack.

"Applejack, you okay?" Twilight ask Applejack who opens her eyes and looks at her in sadness.

"Ah ain't lying 'dis time...Ah don't know what 'ta do anymore! Telling 'de truth was what Ah wanted but Ah feared o 'de consequences! Lying isn't making things better fer me! Ah don't know 'ta do anymore!" Applejack pleads as she put both hooves together in a prayer motion. "Please, please, help me..."

Twilight smiles as she uses her memory spell on Applejack. Soon memories of the orange Earth pony's past came to surface, of how she helps other ponies, how her honesty has done her good in the past, and other great things in her past.

Soon Applejack's regular color is back to her as she gasps, back to normal. Pinkie exclaims while hugging the pony, "Applejack! You're back! You ain't lying anymore!"

"Yeah, sure ain't." Applejack said to Pinkie with a smile though looks a bit sadden.

"Applejack, why were you lying in the first place?" Twilight ask Applejack in concern, wondering why the Earth pony wanted to lie in the first place.

"Ah...ah saw yew an' 'de other ponies earlier an' yew were upset because Ah hurt yew wit' 'de truth!" Applejack explains to Twilight and Pinkie in sadness. "Ah couldn't bear 'ta do so anymore...so Ah started lying in hopes 'ta avoid hurting ponies' feelings."

"That wasn't us who appeared, that was part of Discord's magic! I know that telling the truth hurts sometimes...but is lying making things better for you?"

"'Ta be honest...no, Ah feel bad about lying but couldn't stop mahself."

"Yeah, lying can be a pain in the butt at times." Spike remarks with a shrug.

"Look, I know telling the truth is hard...but in the end, your friends will respect and care for you for it. No matter what mistakes you would make by doing so, they will be your friends no matter what. And so will I," Twilight said with a smile, much to Applejack's surprise. "I thought that I never wanted friends in the first place when I first came to Ponyville, but I was wrong. I want you to be the real you, a honest pony who would be there for their friends no matter. I want to be your friend who would appreciate that"

"Awww, really? Shucks, thanks." Applejack said while hugging Twilight before letting go. "Sorry about 'de lying...Ah guess deep down, Ah was really crying."

"It's okay. All right, girls, we got three more ponies to get back! So let's do this!"

* * *

Discord was watching the scene via an image while drinking a soda. He looks amused, remarking, "Well, well, well. Looks like Miss Sparkle is doing well...granted, I went easy on her this time. Well, when they meet Rarity, I think I will throw in a special surprise."

Discord chuckles sinisterly as he disappears from sight.

* * *

The three ponies and 1 dragon found Rarity laughing as she was swimming in a room full of treasure. The greedy pony was exclaiming, "MINE", over and over again! Looks like it won't be easy to bring this unicorn to her senses.

"Okay, we need to talk to Rarity, show her how greed isn't helping." Twilight said to her friends in determination, "Any ideas?"

"Allow me." Spike said with a nod. He wants to do whatever it takes to help Rarity.

"Spike, I don't think..."

"Please, Twilight...have some faith in me? Let me do this."

Twilight pauses a bit, then nods. Spike is right; she must have faith in him since the princess does if she has a good reason to bringing her here. The purple unicorn said, "All right, Spike, go ahead."

Spike nods as he came over to Rarity who is hugging another huge gem while doing the same thing to the first one. The baby dragon clears her throat, speaking up, "Rarity?"

Rarity, seeing Spike, yelps as she got defensive, snapping, "What are you doing here? Keep away or I will kick you out!"

"Relax; I will just stay right here, not moving an inch. I promise you that, I am not taking what is yours."

"Fine...but stay where I can keep an eye on you! This reward is mine, I earned it! I earned Blueblood, I earned everything!"

"Yeah, yeah...but does it really make you happy?" Spike asks Rarity, a hint of sadness is heard in his voice.

"Of course it does! I got everything that my heart desired! Fame, fortune, soon Blueblood...what's wrong with wanting what I wanted," Rarity ask Spike with a sigh of happiness and greed.

"Yeah...but does it really make you happy?"

"Well, to be honest...I felt something's missing...I got all this but...no one to share it with...not that I wanted to but..."

"But nothing; you always wanted to help others in need, even giving away stuff to those who need it! Remember when we first met? You offered to help Twilight with her mane and not charging her anything for the help! You even wanted to get her some clothes without payment too!" Spike exclaims to Rarity with a nod. "Right now, you are hoarding stuff that doesn't really make you happy."

"Well...you're right. To be honest, I remember when I was more happy helping others...like giving my tail to that sea serpent for one." Rarity said with a sigh. "But...I love the fame, fortune and Blueblood..."

"You can get them some other way, just not by greed! Friendship is like getting those stuff and more! Let me explain it this way."

Rarity and the others watch as Spike begins to sing a song.

Spike: _**You are lovely, Rarity**__**  
**__**Yes so lovely and smart and brave and strong**__**  
**__**So exciting, Rarity**_

Rarity looks surprised as Spike hug the unicorn, putting her some sort of tango position.

_**Even lightning bolts seem dull when you're along**_

"Spike...you're right." Rarity said with a smile and a blush. She then begins to sing.

Rarity: _**I am thrilliing**_

Spike: _**Rarity**_

Rarity: _**And my horn shines for my friends near and far**_

Spike: _**Share your glory**__**  
**__**Rarity**__**  
**__**And be our brightly shining super star**_

Rarity smiles a bit, no longer wanting greed. Twilight, Applejack and Pinkie came as the purple unicorn said, "Rarity, this new attitude may not last for long...but let me help you and you will remember who you truly are."

"Right, a friend through an' through whose generosity an' caring is well known." Applejack said gently.

"Especially since I wanted to continue singing the song from that Muppet special," Pinkie exclaims happily. "Oh, and be with a true celebrity...like us Spike right here!"

"Well, you're right...friendship is the true reward and when I'm with you, I'm a celebrity already." Rarity said with a sigh. "Well, Twilight? Let her rip!"

Twilight smiles as she uses the memory spell on Rarity. Soon memories of the white unicorn's true nature as well as her generosity came to life as her white coat is returned.

As Rarity and Spike dances, the song continues.

Rarity: _**I am stunning**_

Spike: _**She is stunning**_

Rarity: _**Rarity**_

Spike: _**Oh so stunning**_

Twilight, Applejack & Pinkie: _**And the world might learn how wonderful you are**_

Spike: (sighs) _**How wonderful you are!**_

Spike leans Rarity down a bit as he sings some more.

_**Share your glory**_

Twilight, Applejack & Pinkie: _**Oooooh**_

Spike: _**Rarity**_

Twilight, Applejack & Pinkie: _**Ooo-ooo-oo**_**oh**

Four: _**And be our brightly shining Friend Suuuuupeeeeer Staaaaa**_**ar**

Once the song is over, Rarity smiles a bit while saying, "My friends!" She hugs the others while saying, "I don't know what I was thinking! I have my true reward this whole time: my friendship with you all."

"Right and I want to be your friend, sharing the reward with you, through and through." Twilight said to Rarity gently. "And...sorry that I ran out when you were..."

"Oh, don't worry about a thing, Twilight! You were busy helping out with the Summer Sun Celebration! Don't worry! Just...what I was doing?"

"Hoarding 'de treasure fer yerself; As well as acting like a freak," Applejack said to Rarity, making the white unicorn cringes a bit.

"Okay, let us never speak of this again. At least what I could do is sharing this with other ponies and help fix up Ponyville..." Rarity begins to say. Suddenly growling noises are heard. "What's that?"

Pinkie screams as she points a hoof. The others turn and saw the treasure coming to life, turning into monsters while advancing on the heroes.

"You cannot leave us, Rarity." The chair spoke up sinisterly. "If you can't have us...we will have you!"

"OURS," The treasure booms sinisterly.

"And I thought hoarding treasure was bad enough, but treasure hoarding the owner?" Twilight ask uneasily, "Never!"

"This is the kind of treasure I DON'T want!" Rarity commented.

"Let's get 'em, girls!" Applejack shouted.

A chest fires out gems, Pinkie bounces around, taunting, "Nah, nah; your mother is a bronze and your daddy is made out of mud!"

The chest growls as he fires out more. Rarity yelps as a rope made out of diamonds grabs her.

"HEEEELP," Rarity screams in terror.

Suddenly Spike growls as he shoots out flame onto the diamonds hard. Amazingly, they melted, causing them to let go of Rarity. The baby dragon caught Rarity.

"Oh Spike...you save me." Rarity said happily, kissing Spike on the cheek.

Spike sighs happily. Twilight, blasting some of the gems with blasts from her horns, exclaims, "Wake up, Romeo! We gotta get away from this mess!"

"Right, right," Spike said quickly jumping up and stomping on a few stuff while carrying Rarity.

"Careful not to drop me," Rarity exclaims to Spike in concern.

The ponies and dragon quickly make it out of the room. Applejack calls out, "Any idea 'ta keep these things fro' following us, Twilight?"

"Ooh, ooh, I got one!" Pinkie laughs as she took out some sort of cannon from who knows where.

"What the hay is that thing?" Twilight ask Pinkie in surprise and confusion.

"It's my Party Cannon!" Pinkie replied.

"Party Cannon; How will that help?" Twilight ask Pinkie in further confusion.

"Watch and be amazed!" Pinkie exclaims as she points her cannon to the ground. "Cover your ears!"

The ponies cover their ears as Pinkie adjusts her cannon to "Maximum" and opens fire, yelling, "FIRE FOR THE NEW HOLE!"

Soon an explosion appears, sending most of the ponies back. As they recover, they saw the treasure pursuers falling in what appears to be a new hole.

"My word," Rarity exclaims in amazement.

"Pinkie Pie; where is yew?" Applejack calls out in concern.

"YAHOO," Pinkie is heard laughing; the others saw her falling towards them, landing nearby. She bounces off the cannons, giggling, "Did you see that? I was all 'BOOM BOOM' on the mean treasure! That was so much fun!"

"I gotta admit, Pinkie Pie, you did good." Twilight said impressed. "Rarity, are you all right?"

"Of course I am; thank you all...along with my little knight." Rarity said while smiling to Spike.

"Awww, thank you, Rarity; you're making me blush." Spike said with a blush on his face.

Twilight chuckles and shakes her head. She wonders the possibility of Spike even being with Rarity...especially since he is a baby dragon and the unicorn is practically older than him!

"Come on, we got 'ta find Fluttershy y'all." Applejack announces in determination as the ponies move on.

"Yeah, and fast, if we wanna defeat Discord and Nightmare Moon," Twilight added.

The ponies move on fast as one piece of treasure watches the scene...and changes back to Discord, frowning.

"Those ponies are even more persistent than I thought; Time for me to heat up Miss Fluttershy," Discord remarks in amusement as he disappears.

* * *

Fluttershy is scowling as she pushes a few rocks snapping, "You rock me, I rock you! Ha ha ha," Suddenly Discord appears. "Oh, what do you want now?"

"Forgive me, my dear, but you will have to have your discord self a bit...spiced up!" Discord announces as he pokes Fluttershy, causing her to yelp as she turns gray further, but with a bunch of red added in.

* * *

"Fluttershy, Fluttershy, where are you?" Pinkie calls out as she and the other ponies move throughout the city.

"Ah am still shunned 'dat yew told us 'dat Rainbow turned traitor an' left us." Applejack explains, shaking her head in disbelief. "'Dat just ain't right; yew know?"

"I know what I saw. She left us for those Wonderbolt fakes." Twilight said with a sigh. "But no worries, once we get Fluttershy and escape, we will talk to Rainbow and put senses into that hay picking mind of hers."

"Come on, Ah know Rainbow Dash. She is 'de most loyalest pony in Ponyville, well besides mahself!" Applejack insists to Twilight. "Rainbow must have a good reason 'ta do what she did just."

"I hope you're right..." Twilight said.

"No worries, if anyone could bring us back together, Twilight, it would be you." Spike said to Twilight in comfort.

"FLUTTERSHY; FLUTTERSHY," Pinkie yells out loudly.

"RIGHT HERE, DUMMY!" A familiar voice snaps as Pinkie got pushed into the ground. Fluttershy, more red and gray than ever, snarls, "You be loud, I too can be loud!"

"Fluttershy," Some of the ponies exclaim in shock.

"What happened to you? You're more gray than usual with red added in, darling!" Rarity exclaims in shock to her friend.

Fluttershy, instead of answering, grabs Rarity and lifts her in the air, snarling.

"Fluttershy, stop; what are you doing?" Pinkie asks Fluttershy in shock and horror.

"Simple. Fluttershy rule and you all drool!" Fluttershy laughs as he sent Rarity to the ground, causing her to hit it hard.

"Rarity," Spike exclaims in shock.

"Hey, Spike! What's wet and clueless?" Fluttershy ask Spike evilly.

"Oh, I don't have time for..." Spike yelps as Fluttershy dumps a bucket of water all over herself. "Hey!"

"You are, bucket head!" Fluttershy laughs evilly as she drops the bucket on his head, getting it covered in the progress

"Girls, we will have to work together if we want to bring Fluttershy down." Twilight said grimly. With Fluttershy acting like this, they will have to save her by force.

"Right," Pinkie said with a salute

Pinkie toss some rope to Applejack who looks at her puzzled while saying, "Ah don't know if Ah should be glad or confused 'dat yew got rope fro' out o' nowhere, but not is not the time; YEEHAW!"

Applejack spins rope around and uses one to lasso Fluttershy.

"Okay, Fluttershy, giddyup," Applejack exclaims to Fluttershy with a grin.

Fluttershy growls as she tries to shake Applejack up. The Earth pony held on, knowing that even she couldn't do so for long.

"Ah need some help here." Applejack said, her mouth muffled due to the rope in her mouth.

"Pinkie Pie, help Applejack!" Twilight exclaims to Pinkie in determination.

"I'm on it!" Pinkie shouted as she ran towards Applejack to help her.

"Hooves off!" Fluttershy growls as she prepares to strike Applejack but was stopped...by a stop sign?

"Stop," Pinkie exclaims to Fluttershy. The mad Pegasus pony looks confused as she saw the Earth pony allowing a group of ducks (don't ask how they got there) pass by). "Wait a moment. Wait..."

Suddenly Fluttershy yelps as a tight dress is put on her, Rarity is using her magic to tighten it up. The gray pony demands, "Release me or I will get mean!"

"Honestly, Fluttershy, rhyming like that isn't your thing." Rarity said to Fluttershy with a sigh.

"Keep her tightened up, Rarity!" Applejack exclaims as she uses another rope to tie up Fluttershy.

"Let go of me, let go!" Fluttershy demands angrily but yelps as Pinkie hits her on the head with a clown balloon mallet.

"Please stop, Fluttershy. You aren't really mean! You are kind and even help us like you did that happy Manticore!" Pinkie exclaims, trying to reach Fluttershy's true self.

"That Fluttershy is dead!" Fluttershy scowls madly.

"No, she isn't dead and I got proof." Twilight said as she trotted over to the struggling Fluttershy. The purple unicorn then uses her memory spell on the pony, causing her to stop her fighting.

And then, memories of Fluttershy's true self came to surface, the discord part is struggling to keep hold.

"Come on, girls, we will need to help Fluttershy get her true self back to the surface." Twilight said in determination.

Twilight and her friends hug Fluttershy, cheering her on and encouraging the yellow Pegasus pony to come back.

Soon, Fluttershy's memories of her true self resurface all the way, the yellow pony's color is restored to her, making her gasp.

"Oh...my," Fluttershy said in shock. "Twilight, I have just a terrible dream." She notices the state that she herself is in. "It wasn't a dream."

The others cheers happily as they hug Fluttershy before releasing her from the ropes and dress.

"Oh dear...I didn't hurt you too much, did I?" Fluttershy ask her friends meekly. "I think I remember what I did...and I was acting like an over assertive monster."

"Shucks, Fluttershy, it ain't yer fault." Applejack said, "It's all 'dat Discord's fault because he discorded ya."

"It's okay to be assertive, darling, but not to the point of acting like a brute." Rarity said to Fluttershy with a smile. "We like you just as the kind Pegasus who cares for animals and her friends."

"As well as me; I want to be your new friend, Fluttershy." Twilight said with a smile, "If that's okay with you."

"Really; Oh thank you!" Fluttershy said happily while hugging Twilight. She lets go meekly. "Sorry, I got...emotional."

"Well, looks like we won Discord's game, but I feel like we're missing something." Spike said in concern.

"We got everypony, Spike, whom could we be missing?" Twilight ask Spike skeptically.

"Ahem, perhaps one certain Pegasi," A familiar mare voice spoke up while clearing her throat.

The ponies present and Spike turned to the source of the voice, and to their shock, they saw...

"Rainbow Dash," They all exclaimed in shock.

The five glares as the Shadowbolt member lands nearby. Here is the one pony that Twilight thought she can count on...but Rainbow ends up leaving them with the Shadowbolts, stranding them in this world to being with!

"Back off, you traitorous ruffian!" Rarity demands as she uses her magic on some rocks, throwing to throw them. "How dare you show your face around us after what you pulled!"

"Yes, go away and leave us alone!" Fluttershy demands sternly but Rainbow glares at her. The yellow Pegasus pony looks down nervously, "Uh, please?"

"Rainbow, please; Whatever Discord said or did to you...it's wrong." Twilight pleads to Rainbow. "You don't have to join some wicked team just to fulfill your dream and be the best. You..."

"Quiet! I am here on important business! And I ain't leaving until it's done!" Rainbow snaps sternly to the ponies.

The other girls and Spike gasps as they prepare themselves; Looks like Rainbow is about to fight them; The blue Pegasus pony glares as she...drop six rocks near the mares. They, especially Twilight, look confused by this action.

"What in tarnation are those?" Applejack asks Rainbow in confusion.

"Wait...these..." Twilight gasps as she instantly recognize them, the symbols and the such on the rocks, "These are...the Elements of Harmony! But..."

"Yep; stole them from Nightmare Moon. Of course, it took me a few minutes or so to do so as the alicorn have them under constant guard." Rainbow remarks with a shrug. This information put a big realization in all of the ponies.

"Rainbow...you were on our whole side the whole time!"

"Yeah, it's all true."

As Rainbow took off her Shadowbolt outfit, the amazed Spike asks, "Why? I thought you...well, at least they...mind filling me in here?"

"Yeah, sorry about the deceit, girls; I have to tricked Discord and the Shadowbolts into tricking that I have turned my back on you to fulfill my dreams and played loyal soldier to that evil alicorn." Rainbow admits as she took the uniform off and ditched it. "It's the only way I can steal the Elements away from Nightmare Moon. Of course, I was almost tempted due to my coat turning gray...and having trouble getting here but...err, Twilight? Some help?"

"Of course," Twilight said, noticing how Rainbow's coat is turning gray like mad. She uses her memory spell on the blue Pegasus pony, restoring her in time. "There."

"Thank you. Come on, I would never leave my friends hanging, not even for my dreams. Please forgive me for my deceit."

The ponies smile as they came over and hug Rainbow. Pinkie giggles, "Dashie! I knew you would never turn on us! You are the best, nicest friend that we have!"

"Gotta admit, Rainbow, Ah have mah doubts...but yew came through fer all o' us." Applejack said with a smile. Twilight smiled. Her faith in Rainbow is truly restored. The Pegasi has pulled off a convincing trick to gain the trust of Discord, the Shadowbolts and Nightmare Moon, even her friends are fooled.

After letting go, Twilight looks at the Elements carefully then looks in concern, "Wait, I counted five...but where is the last element?"

"Maybe Rainbow has forgotten to steal it." Fluttershy said meekly and worried. Could it be that Rainbow has forgotten to steal the last Element of Harmony?

"No way; I know that these are all the elements that Nightmare Moon's goons were guarding!" Rainbow insists to her friends. "Maybe the last element appears when the first five are together or something."

"I hope so. We will have to wait until we find the portal out of here." Twilight said with a sigh. The ponies will have to decipher the mystery of the Elements later. Right now, they got to get out.

"Uh, I left a portal on over there." Rainbow said as she motions to a portal nearby. "We can see that to escape."

"But the rules state that we must use Discord's portal to leave. Otherwise, it would be breaking the rules."

"I don't see why we should follow that monster's rules." Rarity said to Twilight with a scowl. "After all, he cheated us in the first game. What makes him think we would follow the rules this time?"

"Because, we would be worst as he is." Twilight points out to Rarity in concern. "Besides, what's to say that Nightmare Moon or her followers wouldn't figure out what's going on and try to attack us if we were to use Rainbow's portal...or if she could still use it now?"

"Oh, right. Good point." Rainbow remarks with a nod. What Twilight points out does make sense now. After making the portal that she herself has made disappear (to keep Nightmare Moon's minions from coming after her and the others), Rainbow then ask, "So where is this portal thing that Discord hidden?"

"The only way where we haven't been to: there."

Twilight points a hoof to the only place in this wasted city that the ponies have yet to visit: the ruined palace. That is where they need to go.

* * *

The group reaches the palace after a few minutes and found it: a portal right in front of it. And who is waiting for them? That's right. Discord himself!

"Hey Discord, we're here!" Pinkie exclaims to Discord with a smile.

"Oh, I see. Looks like you got your friends back after all." Discord remarks to Twilight in amusement then frown at Rainbow. "What are you doing here? I thought you were supposed to be hanging out with a better crowd."

"Ha! Shows what you know! Didn't bother to realize that the trickster got tricked here," Rainbow laughs in triumph at Discord. The Spirit of Chaos and Disharmony frowns again, this time glancing at the Elements this time.

"Oh, I see. So you tricked me, eh; Heh heh heh...I HATE BEING TRICKED!"

Suddenly Discord fires a blast from one paw. The ponies and Spike were knocked back as the attack hits the Elements. When they recovered, the heroines and dragon were horrified as the only ones that can stop Discord and Nightmare Moon are now in pieces.

"NO!" Applejack and Fluttershy gasps in horror. Even Twilight is stunned by what happened.

"Oh yes! So much for your Elements of Harmony, my little ponies," Discord taunts the ponies sinisterly. "You got back together but your victory is now over! Now you will never save Equestria from either Eternal Night or Chaos!"

Most of the group looks down in defeat...it looks like all is over. As Discord laughs madly, Twilight looks at the Elements, then to her friends...

And suddenly, a spark appears in the purple unicorn's eyes...

Author's note  
The song in this chapter came from the Muppet Christmas special _The Christmas Toy_.


	6. Chap 5: The Elements vs The 2 Terrors

Author's note  
Thanks for the review, everyone. And now, it's time for the next chapter.

Chapter 5: The Elements vs. The Two Terrors

Most of the group looks down, it looks like it's all over. Discord has truly won and so has Nightmare Moon. The Elements has been destroyed...or so they have thought but Twilight gave out some sort of smirk.

Discord notices as he remarks, "My, my, you look like you have an idea. Well, sadly, you all ran out of them. Let's see...what can I do with you now? Turn you to stone like Celly and Luna once did to me? Discord you again? Make you my jesters? The possibilities are endless."

"Have fun imagining Discord, because you didn't destroy the Elements! In fact, they are never destroyed!" Twilight announces, much to the other ponies and Spike's surprise and Discord's notice. "The spirits of the Elements of Harmony are right here."

"What's this?"

"Twilight, he destroyed the Elements. We all saw it." Spike said to Twilight with a sigh.

"On the contrary, Discord cannot destroy them, the spirits are still here, thanks to certain ponies who has shown them during our adventure. Applejack, who reassured me when I was in doubt, represents the spirit of... honesty!" Twilight explains. To Applejack's surprise, she begins to glow as a necklace with the symbol of her cutie mark appears.

"What?" Dicsord ask in surprise. This is unexpected.

"Fluttershy, who tamed the Manticore with her compassion, represents the spirit of... kindness!" Twilight explains as a similar necklace appears around Fluttershy's neck, this time with her own butterfly cutie mark as the symbol. "Pinkie Pie, who banished fear by giggling in the face of danger, represents the spirit of... laughter!"

Pinkie smiles as a necklace appear around her own neck, showing her balloon like cutie mark. The Earth pony giggles, "Nice!"

"Rarity, who calmed a sorrowful serpent with a meaningful gift represents the spirit of... generosity!" Twilight adds as Rarity sees a necklace that has her cutie mark appears around her neck. "And Rainbow Dash, who could not abandon her friends for her own heart's desire even when you tried to tempt her represents the spirit of... loyalty!"

Rainbow grins as a necklace with her own cutie mark appears around her own neck. Discord rolls his eyes while saying, "All right, so the Elements aren't really destroyed. What's your point?"

"The point is, Discord, the spirits of these five ponies got us through every challenge you and Nightmare Moon threw at us."

"You're still missing the last Element you know."

"On the contrary, I didn't and the spark worked! A different kind of spark," Twilight said while smiling to her friends who smile back. "I felt it the very moment I realized how happy I was to hear you, to see you, how much I cared about you. The spark ignited inside me when I realized that you all are my friends. You see, Discord, when those Elements are ignited by the... the spark, that resides in the heart of us all, it creates the sixth element: the element of... magic."

Soon a crown appears on Twilight's head, showing the cutie mark of hers. Spike smiles while saying, "Cool! Looks like Discord is done for."

"Yew can't try 'ta keep our friendship broken fer long." Applejack said to Discord in defiance. "We just repair ourselves just fine."

"Oh please, Applejack, don't try to be a liar. I'm the one who made you that way." Discord scoffs as he use his magic to seize Applejack and most of the ponies bringing them over to him. "After all, if it weren't for me, you would still be trapped in that maze, wandering around like lost little fillies. Haven't you learnt anything?"

Twilight suddenly disappear and reappear near her friends, using a force field to save them before lowering everyone to the ground. Once the force field is gone, the purple unicorn snaps, "Yes, we did learn that friendship isn't easy but it's worth fighting for."

"And what is also worth fighting for is stopping you and Nightmare Moon." Rarity said in determination.

"Oh, you wanted Nightmare Moon in on this? Wish granted! Try to catch me, my little ponies." Discord taunts as he jumps into the portal behind himself.

"Hey, he's getting away!" Spike exclaims in surprise.

"Come on, we got to go after him." Twilight said in determination. Spike got on her back as they and the other ponies jump into the portal after him.

* * *

"Where are you, Tia? WHERE ARE YOU?" Nightmare Moon demands sinisterly as she blasts a few parts of Canterlot, looking for Celestia. "I know you are here, come forth so you shall face my wrath!"

Nightmare Moon's Shadowbolts fight off the Royal Guard, Twilight's brother Shining Armor quickly dodges one. He calls out, "Don't give up, men! We still need to keep Canterlot safe!"

Nightmare Moon scoffs as she blasts Shining, sending him to a wall. Who is this unicorn kidding? He is no match for her. Just then, the alicorn narrows her eyes as she spots something nearby: a pink...alicorn?

"What's this?" Nightmare Moon asks in amusement as she lands near the frightened alicorn. "Did my sister have a new sibling while I was gone? Speak up, child, who are you?"

"I'm...Princess Cadance, Celestia's niece! Leave Shining alone!" Cadance exclaims to Nightmare Moon in worry.

"Oh, I see. So naturally, that makes you my niece as well. Shame...I hate my relatives! Prepare to die."

Before Nightmare Moon could attack, a blast nearly hits her. She narrows her eyes as a familiar white alicorn lands in front of Cadance, protecting her.

"You shouldn't have come here, Luna." Celestia said to Luna sternly. "You know it's pointless to do so."

"Ah, Celly. Still alive and around; Good, you save me the trouble of tracking you down." Nightmare Moon chuckles to her sister cruelly. "And don't think your Elements can help you this time. I have them locked up and under guard. And the only ones who can save Equestria now are out of the way."

"So you think, sister. So you think. Luna, this isn't you. Please snap out of it..."

"I am not Luna! That alicorn is dead centuries ago! Time to..."

"Excuse me? Am I interrupting something?" A familiar voice asks as the alicorns turn to see Discord appearing nearby.

Nightmare Moon rolls her eyes, saying, "Discord, not now. I am about to end this. If my sister survives this, you can do whatever you want with her."

"Oh, on the contrary, I wasn't going to cut in. Actually, I am about to tell you about some old friends that is about to drop in..." Suddenly a flash appears, much to everyone else's notice. Discord finishes. "...right now."

"Leave Celestia alone," Twilight snaps furiously as she and her friends, along with Spike, appears. "Nightmare Moon, this is between you, us and Discord!"

"Twilight," Shining gasps in surprise as he got back to his feet, Cadance came over to him. "Is that..."

"Shining; And...Cadance?"

"Oh, wonderful. I am loving this!" Discord exclaims with a laugh, "The Elements, Nightmare Moon, me, Celestia, now this is a confrontation for the ages!"

"Soo, you're all together again." Nightmare Moon sneers evilly then she sees Spike. "Ahh, it seems we have a newcomer: a murderer!"

Fluttershy yelps, "What?"

"It's true; your dragon friend killed my ally Lorcan before he could kill Twilight Sparkle."

"Spikey-Wikey, is this true?" Rarity asks Spike in surprise and concern.

Spike sighs, "It's true..."

"Uh, can we move forward with the battle and not use references from _The Lion King_? That isn't the point here after all." Pinkie remarks, making most of the ponies look at her oddly. "What?"

Nightmare Moon gasps as she saw the Elements around the ponies' necks and Twilight's head. The evil alicorn exclaims, "Impossible! The Elements were under guard! But how; unless..." She glances at Rainbow who smirks at her while giving a taunting wave, "TRAITOR!"

Nightmare Moon fires a lightning blast at Rainbow but the Elements shine and blocks it with an attack. The Pegasus snaps, "Sorry, Luna, but I was never on your side in the first place. You got tricked, baby!"

"Foalish foal! No one tricks me, the mistress of all evil; NO ONE!"

"Okay, let's do this, every pony." Twilight said as she and her friends prepares themselves for the final showdown. The fate of Equestria depends on the villains losing.

Spike rushes in but Nightmare Moon make Spike's shadow rise from the ground, with a sword to prevent the dragon from helping his friends. The good dragon however, pulls out a familiar hilt. He pushes a button and it's revealed to be Lorcan's beam sword...with a white core!

"Oh my gosh! How is that happening?" Fluttershy ask in surprise by Spike using Lorcan's beam sword, "And the color?"

Twilight realizes as she said, "Of course. The color reflects the user, white for good and black for pure evil." Sure enough, the shadow took out a similar weapon, its hilt is black.

"Well, Celly, while your sister fights your Elements, want to go at it?" Discord asks while smirking evilly at the glaring Celestia, "Because I can do this all day!"

"If you wish. Shining, get yourself and Cadance out of here." Celestia said to Shining sternly.

"Yes, of course. Good luck, Celestia." Shining said as he and Cadance rush out of the danger zone. "Go beat them, sis!"

Discord smirked as he remarked to Celestia, "I will confess, Celly. If things have been different, you and I would be an interesting pair."

"Ugh! That is the most disgusting idea that I have ever heard! Besides, my heart belongs to another!" Celestia snapped as she fired a blast at Discord, who blocked it with one paw.

"Blab, blab, blab; Oh, Luna, I hope you don't mind but I can't let you deal with the Mane Six alone." Discord remarked to Luna as he snapped his finger.

Clouds appeared as hail the size of boulders appeared, falling at the ponies.

"Hey, come on! This is our battle, not yours, Discord!" Rainbow snapped to Discord while dodging a boulder.

"Hello! Spirit of Chaos and Disharmony! I love to cheat!" Discord taunted as Celestia tried to head butt him, only for the monster to dodge. "Nice try, Celly."

"Okay, that does it! If he can do whatever he wants in battle, so can we!" Twilight shouted angrily.

Nightmare Moon made the rocks came to life and threw them at the Mane Six. She wasn't going to take the chance of them using the Elements. Not now.

"Move it or lose it, Rarity!" Applejack exclaimed as she moved Rarity out of the way.

Fluttershy gasps as one of the rocks almost hit Twilight. The Pegasus looked ticked off while snapping at Nightmare Moon, "HOW DARE YOU!" She flew right at the villainess. "Listen here, lady! Just because you're big...and can cause Eternal Night...and you're evil, doesn't mean you can act like a bully! Now you stop this and apologize right now!"

"How about...NO," Nightmare Moon shouted as she shot a beam of magic at Fluttershy.

Fluttershy gasped a bit. Her Stare usually takes down the most nastiest of opponents. But not this time! But then Twilight appeared, using her force field to block the attack before lowering herself and Nightmare Moon down.

"Fluttershy, you okay?" Twilight asked Fluttershy in concern.

"I am now." Fluttershy said with a sigh.

Spike, meanwhile, fought off his shadow. The shadow dodged while laughing.

"You are a blasted fool, Spike!" The shadow taunted. "You are just a baby dragon, you don't have a chance against me."

"Hey, don't know if I would never try!" Spike snapped in determination.

"Come on, you should know better. You are always second-fiddle to Twilight, just an assistant!" The shadow hissed to Spike, apparently affecting him a bit. "Turn to the darkness, only then will you step out of her shadows."

"Hmmm, nah," Spike snapped as he kicked the dragon. "Twilight is my big sister and I will do anything to help her!"

"Then die for her!" The shadow hissed as he tried to stab Spike with his weapon, only for the good dragon to block.

"Bring it on, bub!" Spike shouted.

As the two dragons fought on, Nightmare Moon summoned her Shadowbolts, hissing, "Destroy the others...but Twilight is mine!"

The Shadowbolts obeyed, going after Twilight's friends. One of them snapped to Rainbow, "You shouldn't have tried to trick the mistress of evil, Rainbow Dash. Now you will pay dearly!"

"Yeah, you can talk the talk, but can you walk the walk?" Rainbow taunted as she charged at the Shadowbolt, sending him flying.

Twilight frowned a bit. She and her friends need to be in position to use the Elements on Nightmare Moon and Discord, but how?

Discord, meanwhile, chuckled as he used his fingers to wrap Celestia's wings around herself, causing her to hit the ground. The monster taunted, "Always wrapped up in your own work, eh Celly?"

Twilight gasped then got an idea. She spoke up to Rainbow, "Rainbow! Can you make one intense fog?"

"Yeah, but I am going to need some intense heat to make that happen!" Rainbow remarked to her friend.

"Good! Start bringing in clouds! Pinkie Pie, keep the Shadowbolts distracted!" Twilight ordered Pinkie, thinking up a plan.

"Yes, madam," Pinkie chuckled as she got her party cannon, opening fire on the Shadowbolts. "Marco!" The pony plays an intense game of 'Marco Polo' with the bad guys, causing them to effect as their dodging of the shows kept them from fighting the other ponies.

Twilight then spotted Shining and Cadance nearby, then teleported over to them. She said, "Shining, I don't know why you and Cadance are together, but we will talk about it later. Can you get the princess out of the danger zone when I give you the signal?"

"We will do our best." Shining said with a slow nod.

"Good, then I will give you the signal." Twilight said with a smile.

"Okay."

Twilight teleported back onto the battlefield; she motioned to Applejack, Rarity and Fluttershy, signaling them to stand by, especially since Pinkie Pie is keeping the Shadowbolts busy.

Twilight then turned to Nightmare Moon and prepared to charge. The alicorn scoffed in disbelief, "You're kidding. You're kidding me, right?"

Twilight charged at Nightmare Moon, who charged right back at her. But before the two would get close, Twilight disappeared, much to the villainess' shock.

"What? Where are you?" Nightmare Moon demanded in shock and alarm.

"Right here," Twilight exclaimed as she reappeared nearby, smirking. "Come on, is lightning, making Shadowbolts, cutting off mustaches, turning into clouds, etc. the best that you can do, Luna? What, you can't freeze anypony?"

"How dare you! I can do anything I can put my mind to!" Nightmare Moon snapped as she fired a freezing blast.

Twilight glanced up, seeing Rainbow gathering a bunch of clouds. Perfect. Got to time this...

Twilight disappeared, causing Nightmare Moon to miss...and froze the lower part of Discord's body, much to his annoyance.

As Twilight reappeared, the villain said in pretend shock, "Oh, dear, looks like you tricked Luna into freezing me. Whatever can I do? Let's get some intense heat, shall we?"

Discord began to glow as the ice mess, causing intense heat. Of course, the stuff combined end up hitting the clouds...and making a huge fog that covered the whole battlefield.

"Perfect." Twilight said to herself with a smirk. Her plan is about to come to fruition. Her horn shines a bit, giving out the signal, "Now, Shining, now!"

Shining, with his own horn glowing, quickly rush onto the battlefield with Cadance, taking Celestia and got her off the battlefield.

"Where are you, my little pony? Right here," Discord sneered as he made a fan blow some of the fog away...but Twilight disappeared. "What?"

"Okay, okay, girls, follow the glow of my horn. We got to make this right!" Twilight called out to her friends in determination from somewhere in the fog.

"We're with you, Twilight!" Rainbow called back.

Meanwhile, Spike and his shadow, having no problem in the fog, continued fighting. Spike was pushed into a hole with his shadow jumping in.

"Spike, if you continue even doing stuff for your sister and those ponies, they will teach you like a slave for the rest of your life!" The shadow snapped to Spike evilly. "Do you want that?"

"No...but they are counting on me. I won't let them down!" Spike exclaimed in determination. "It will be my honor to serve my friends, Rarity, and everypony else!"

Suddenly, a glow appeared, much to the shadow's notice as he ask, "What's this?"

Then a blast appeared, hitting the shadow, causing it to scream as the shadow disappeared. Spike looks surprised as he saw a necklace with a dragon symbol on it.

"Whoa...this looks cool." Spike said in amazement.

Nightmare Moon looked alarmed as she looked around, not noticing Twilight's glow as her friends rush over to it.

"Where are you? Where are you all?" Nightmare Moon demanded angrily as she fired all over the place. "WHERE ARE YOU?.!"

Discord, in annoyance, made a huge fan that blew the fog away, making him snap, "Honestly, Luna, you are just a drama queen."

The two villains turn and saw a shocking sight: there's Twilight and her friends...and they are glowing into a big attack. The realization came to them. The fog was a distraction to give the Elements of Harmony time to make their attack!

"No!" Nightmare Moon exclaimed in shock.

"Bah. I know a lot of things...and that you need time to make that attack work, which won't happen!" Discord sneers evilly as he gets ready to attack.

Suddenly without warning, rays of light appear, grabbing Discord, much to his shock. The villain turns and saw that they are coming from Spike's new necklace; the dragon smirks as he exclaims, "Hurry, Twilight! I don't know how much longer I will hold this guy!"

"Oh, come on! You are a little dragon; what makes you think you can hold me for long?"

Discord lunges at Spike but got hit back by a force field from the necklace. The villain growls as he throws chocolate milk glasses at the dragon but the attack kept getting blocked.

"No..." Nightmare Moon said as she prepares to attack the ponies...but Spike's necklace fires another ray, trapping her. "No!"

"Luna, Discord, it is time!" Twilight exclaims with a smile.

Soon the attack is complete as a huge rainbow appears over the six ponies, heading right for Nightmare Moon. The alicorn screams as the attack hits her and wrap around her, she couldn't escape it!

Discord finally got freed from the rays...but turns around just in time to see the rainbow heading towards him while keeping Nightmare Moon trapped. The villain yelps as the attack hits him head on, wrapping all around him.

"NOOOOOOOOO," Discord screams as he finds himself being turned into stone. The Spirit of Chaos and Disharmony can only watch on as he is turned back into a statue before crashing onto the ground below.

The six ponies fly on as Twilight's eyes glow. Soon the rainbow expanded, splitting in two and forming a sphere that expanded all over Equestria...


	7. Epilogue: Really Over?

Author's note  
All right, time to finish this up with a surprising twist ending. Hope you all enjoy this story, Neros and I sure did when we made it.

To answer your question, not in reality but when he reforms, it will.

Epilogue: Really Over?

It was a while later and Canterlot is restored to normal, there isn't a trace of damages or Shadowbolts in the city. The ponies got up, groaning while the statue of Discord is nearby.

"Man, I feel like I hit a wall." Rainbow groans a bit, feeling her forehead.

"Everypony okay," Applejack asks her friends in concern, seeing if anypony suffers any damages.

"My tail, it's back!" Rarity giggles happily as she saw something familiar on her back end: her tail has grown back, replacing the one that she gave to the sea serpent!

"Why Rarity, it's so lovely." Fluttershy comments with a smile.

"I know, isn't it? I will never part with it again."

"I think she means your necklace!" Spike exclaims in amazement as she points to Rarity's necklace. "Why, I didn't realize that it looks like your cutie mark until now!"

"Why thank you, Spikey Wikey. And Fluttershy's necklace has the symbol of her cutie mark." Rarity giggles as she smiles at Fluttershy's necklace making her gasp in amazement.

"Look at ours, everypony! Look at mine!" Pinkie exclaims as she bounces up and down, motioning to her necklace.

"Aw yeah," Rainbow exclaims, grinning in approval at the cutie mark on her necklace.

"Spike...thank you for helping us." Twilight said while hugging her assistant/little brother. "If it weren't for you, we wouldn't have defeated Discord and Nightmare Moon...and thank you for helping me, Rarity and us when we needed it."

"You are a true hero, Spike." Rarity said as she kisses Spike on the cheek, making him blush.

"Gee, Twilight! Ah thought yew were just spoutin' a lot of hooey, but Ah reckon we really do represent 'de elements o' friendship." Applejack said with a grin. Twilight was right all along about she and her friends being the Elements of Harmony. "Though Ah am surprised 'dat Spike has an Element himself."

"Indeed that is the case." A familiar voice said. The ponies and Spike gasps as Celestia, recovered, came to them with Shining and Cadance, making them bow to the ruler of Equestria.

"Princess Celestia, you're all right!" Twilight, after she bow to Celestia, exclaims as the unicorn rush over and nuzzles her teacher/mentor.

"I knew you could do it, Twilight Sparkle my faithful student. I was worried when Discord was released but I knew you and your friends would pull through."

"You knew what you were talking about the whole time! You knew that friendship is the key to stopping Nightmare Moon and Discord, that's why you told me to make friends!"

"Yes." Celestia said with a smile. "I saw the signs of Nightmare Moon's return and knew it was you who had the magic inside to defeat her, though I didn't expect her to release Discord as a precaution. But thanks to the magic of true friendship in your heart with some help from Spike you were able to accomplish."

"But what's with this necklace around my neck?" Spike asks Celestia in concern, wondering about the neck.

"I thought there were only six, Auntie Celestia." Cadance points out to Celestia in amazement. "Where did this new Element came from?"

"There are six Elements of Harmony but I heard legends of more out there. Spike's the Element of Determination; his determination to help you all has truly shows how powerful friendship really is. Now if only another will prove it as well," Princess Celestia said. She trots over to a part of the battlefield where an alicorn with moderate cyan eye, a very light azure mane, a light phthalate blue coat, a magic aura of moderate cobalt blue and a crescent moon on a dark purple background is on lying in the background, just waking up. "Princess Luna."

Princess Luna wakes up and gasps upon seeing Celestia who spoke up, "It has been a thousand years since I have seen you like this." The alicorn sat down while continuing, "Time to put our differences behind us. We were meant to rule together, little sister."

Everypony and dragon gasps in surprise, "Sister?" Then again, they have known for some time that Luna is Celestia's sister. That is who Nighmare Moon used to be!

"Will you accept my friendship?"

The ponies and dragon lean in, in hope and concern. They hope that Luna will accept Celestia's friendship and everything will be forgiven. Pinkie yelps as she falls down, "Whoa!"

Finally, Luna sniffs as she stood up and rushes over to Celestia, making her stood up while crying, "I'm so sorry! I shouldn't have released Discord! I missed you so much, big sister!"

The two alicorns made a pony version of a hug, Celestia, with tears in her eyes, said, "I've missed you too."

"Shining...I almost forgot to ask. Why are you and Cadance hanging with one another?" Twilight ask her brother curiously, making Shining and Cadance blush a bit.

"We have been dating for a while." Shining admits to Twilight with a smile. "Sorry to keep you in the dark..."

"It's okay, Shining. As long as nothing foolish happens like you two getting engaged and I end up finding out months later."

"Well...that is a possibility." Cadance giggles a bit as she and Shining nudges each other.

"So what shall we do with Discord?" Rainbow ask the princesses and everypony else in concern while motioning to Discord's statue form nearby.

"We shall put it where no pony, not even Luna, will ever release him again." Celestia said seriously while Luna nods in agreement. "At least on the plus side, we all know that he can't pull one over on you girls again."

Pinkie sobs a bit as she blows her own nose into a hanky. Then the Earth pony grins while exclaiming, "Hey! You know what this calls for?"

"A party," Twilight ask Pinkie with a grin.

"How did you know?"

"Lucky guess!"

* * *

Back in Ponyville, the ponies cheers on for the return of Celestia and Luna, who has been forgiven for what she tried to do as Nightmare Moon, as well as the defeat of Discord. The ponies were hailed as heroes for saving Equestria from danger, even Shining and Cadance were cheering on Twilight.

Twilight grins as she receives hugs from Spike and her friends...then she looks down in sadness. Nightmare Moon has been defeated and so did Discord...but that means that the adventure is now over. The unicorn would have to go back to Canterlot now.

"Why so glum, my faithful student; Are you not happy that your quest is complete and you can return to your studies in Canterlot?" Celestia ask Twilight, noting the sad look on her face.

"Right, I thought you would be happy to come back home." Shining said to Twilight in surprise.

Twilight sighs in sadness, glancing at her worried friends as well as Spike, explaining, "That's just it. Just when I learned how wonderful it is to have friends, I have to leave them."

"Yeah...it would be sad to separate them like this, isn't it, Auntie Celestia?" Cadance points out to Celestia in concern. If only there's a way.

"Spike, take a note, please." Celestia said thoughtfully. Spike nods as he did as the princess say. She begins to say as if making an announcement, "I, Princess Celestia, hereby decree that the unicorn Twilight Sparkle shall take on a new mission for Equestria. She must continue to study the magic of friendship. She must report to me her findings from her new home in Ponyville."

The ponies cheers on while Twilight and her friends laugh while the others hug their new friends. She exclaims to the princess, "Oh thank you, Princess Celestia! I'll study harder than ever before." This is great, this mean that Twilight will stay in Ponyville after all!"

The ponies cheers on wildly. Looks like nothing will ruin this moment...until Spike then ask, "Hey, Twi, who was that dragon I..." The baby dragon gulps a bit, "killed?"

"You mean Lorcan? Oh, I almost forgot to thank you for doing so." Twilight said to Spike with a smile. "Now my brother Starlight can rest in peace."

"Wait, hang on." Celestia said, hearing what Twilight said in shock. "Who did you mentioned that Spike has killed?"

"Lorcan. Why?"

"My faithful student, this is going to sound shocking...but Lorcan has been dead ever since he tried to escape. A while before Nightmare Moon returned."

Twilight looks shocked and confused. She was never told about this! The purple unicorn asks in concern, "Wait, then who did Spike kill? Come to think about it...something about this adventure doesn't make sense!"

"What do yew mean?" Applejack asks Twilight as her friends look at the unicorn.

"I mean, for some reason, this adventure isn't right! Discord wasn't supposed to be released until a while after the gala! I haven't told Spike about that colt...and he wasn't supposed to get an Element. And I didn't realize that my brother and Cadance were together yet and...I feel like this adventure isn't right for some reason, I don't know!"

Rainbow pauses then say, "Yeah, Twilight. We know what you mean. And I think I know how to solve this problem."

"How," Twilight ask Rainbow, waiting for an answer.

"WAKE UP!" Pinkie screams as she grabs Twilight, shaking her like mad.

Twilight yelps in alarm as she can hear her friends screaming for her wake up over and over...

* * *

Twilight gasps as she stood up in a bed in a familiar hut. The unicorn yelps as Pinkie shakes her some more while screaming, "Wake up, wake up!"

"Pinkie, Pinkie Pie, I'm up, I'm up!" Twilight yelps in alarm, causing Pinkie to stop shaking.

"Oh, sorry."

"Wake goodness you're awake." Fluttershy said to Twilight with a sigh. "We were worried."

Twilight blinks her eyes and saw that she herself and the rest of the Mane 6 are inside Zecora's hut in the Everfree Forest. What are they doing here?

"What's going on? Why are we in Zecora's hut?" Twilight ask her friends in concern.

"Don't you remember? We were travelling in the Everfree Forest, looking for ingredients for your lab." Rarity explains to Twilight in concern.

"Oh yes...now I remember, we came into a part of the forest...and I guess we went right out after a while of looking for some ingredients that I needed."

"Yyep! We woke up a few minutes ago an' were trying 'ta wakened y'all up." Applejack said in agreement. "But what happened?"

"Welcome you back to the world of waking, my friends." Zecora said as she came into the room. "I do hope that the Plant of Alternative didn't affect you too much."

"Is that what we came across?" Rainbow asks in concern. "Man, I thought we learnt our lesson about plants after the business with the Poison Oak."

"Perhaps I should've told you about the Plant as well. When you all travelled into the Everfree Forest, you all came across a very rare, but highly dangerous plant that causes all that suck in its aroma scents to share an illusionary moment in their life if things happened different."

"Really," Pinkie asks in surprise. "Well, that does explain when I re-experienced the incident with Gilda in a different way."

"Of course, that explains how I experience what we did with Nightmare Moon the last time...but things end up being different when Discord got involved." Twilight said in amazement.

"Yes, but funny thing about dreams: they can also be alternative universes." Zecora explains with a chuckle. "We all should learn from stuff like them, yes?"

"Yeah, you're right. We should be thankful not to relive things if they happened differently...and kept moving forward."

"Sounds like an important friendship report to send to Celestia, huh?" Pinkie asks Twilight with a smile. The purple unicorn pauses and smiles in agreement.

As the group leaves the hut to head back home, Twilight spoke to Rarity, "Rarity, odd enough, I dreamt that you and Spike were...you know...more than just friends..."

Rarity pauses then giggle a bit, "Maybe, though the dragon is a bit young for me. But who knows? If I don't find my suitor..."

Twilight cringes as another part of her alternative universe dream is still in her head: the one with Lorcan. The unicorn hopes that she will never find into him again soon...

* * *

Meanwhile, in the area Spike killed 'Lorcan' in the alternative universe that Twilight dreamt up, a familiar dragon from the prime universe, wearing his cloak, appears and scoffs, "My creation has failed. I made him the sole purpose to ensure that Tadaka would be avenged in another universe. As for the blue scales...I'm glad that I am not blue, dark purple is the way to go. Still, best to see what this clone has learned..."

Lorcan picks up the dead clone and put a claw to his forehead to gain access to his memories. Just then, the dragon saw him...Spike. He gasps and, his scar glowing brightly, rages, "No...HE is still alive in this universe! This is an insult!"

Lorcan sets the clone aflame. Calming himself down, he leaves while mumbling, "This makes me more determined to get myself of those ponies even more...

The End?

Cast list  
John de Lancie: Discord  
Tabitha St. Germain: Nightmare Moon/Princess Luna, Rarity  
Kazumi Evans: Rarity (singing voice)  
Tara Strong: Twilight Sparkle  
Rebecca Shoichet: Twilight Sparkle (singing voice)  
Ashleigh Bell: Applejack, Rainbow Dash  
Andrea Libman: Pinkie Pie, Fluttershy  
Shannon Chan-Kent: Pinkie Pie (singing voice)  
Cathy Weseluck: Spike the Dragon, The Mayor of Ponyville  
Nicole Oliver: Princess Celestia  
Mark Hamill: Lorcan  
Andrew Francis: Shining Armor  
Britt McKillip: Princess Cadance  
Frank Welker: the chair  
Rob Paulsen: the treasure  
Brenda Crichlow: Zecora

Author's note  
Whoa! Now that is a twisted ending, eh? The whole thing was a dream that Twilight has. Nice. Hope you all like this My Little Pony. And now, it's time to reveal what's next...

"The Return of An Old Friend: (takes place from Curse of the Demon Pony) Ater the attack from Lorcan, Celestia sends a letter to someone she knew from her past; someone who helped to end Discord's reign years ago."

This next fic will introduce another OC of a new pal called Gold Heart. Hopefully this may be a bit short or who knows. Read, review and suggest, folks.


End file.
